Terms of Service

Last Updated: June 5, 2026

NOTICE: THESE TERMS OF SERVICE INCLUDE AN AGREEMENT TO MANDATORY BINDING ARBITRATION IN CERTAIN SITUATIONS, WHICH MEANS THAT YOU MAY BE REQUIRED TO SUBMIT DISPUTES RELATED TO THESE TERMS OF SERVICE, THE WOOLI PLATFORM, OR THE SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. THESE TERMS ALSO INCLUDE CLASS ACTION AND JURY TRIAL WAIVERS, MEANING YOU AGREE TO RESOLVE DISPUTES INDIVIDUALLY, NOT AS PART OF A CLASS ACTION, AND WAIVE YOUR RIGHT TO A TRIAL BY JURY. THESE TERMS FURTHER REQUIRE COMPLIANCE WITH APPLICABLE DATA PROTECTION LAWS DUE TO THE HANDLING OF PERSONAL DATA AND OTHER SENSITIVE INFORMATION. DO NOT ACCESS OR USE THE WOOLI PLATFORM OR SERVICES IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE IN THEIR ENTIRETY.

The Wooli platform (the “Platform”), and the features and data access tools offered through the Platform (collectively, with the Platform, the “Services”) are provided by Wooli, Inc., a Delaware Corporation, and its affiliates (collectively, “Wooli”, “us”, “we”, or “our”). Wooli owns and operates the Platform, which supports the upload, storage, and management of diverse data (including documents, personal information, and information on others) and features (such as task assignment, file sharing, and team coordination). Subscriptions to the Services are provided by Wooli, which manages all billing and payments. Subscriptions are commonly offered in connection with authorized partner organizations (e.g., Wooli Safety, Inc.) that provide access to specific content or features; where a partner is involved, Wooli collects payment from you and remits the applicable amounts to that partner. Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Platform in connection with or before use of such features. All such additional terms, guidelines, and rules, including our Privacy Policy, Data Processing Agreement (DPA), and Acceptable Use Policy (AUP), are incorporated by reference into these Terms of Service.

THESE TERMS OF SERVICE (“Terms”) TOGETHER WITH OUR PRIVACY POLICY, DPA, AUP, AND ANY APPLICABLE ORDER FORMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN WOOLI AND YOU AND THE ENTITY YOU REPRESENT (collectively, “you” or “your”) THAT GOVERNS YOUR USE OF THE SERVICES. BY SIGNING UP FOR AN ACCOUNT AND/OR ACCESSING OR USING THE SERVICES, YOU ACCEPT THESE TERMS ON BEHALF OF YOURSELF AND YOUR ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS AND BIND YOUR ORGANIZATION. YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THESE TERMS IF YOU ARE UNDER THE AGE OF CONSENT IN YOUR JURISDICTION (TYPICALLY 18) OR LACK THE CAPACITY TO ENTER BINDING CONTRACTS. IF YOU DO NOT AGREE WITH ALL PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM OR SERVICES.

If you are accessing the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

We may update these Terms periodically to reflect changes in the Services, legal requirements, or our business practices. If we make material changes, we will notify you via email (to the address associated with your account) and through in-app notifications, and such changes may take effect at any time. Continued use of the Services after such notice constitutes your acceptance of the revised Terms. If you do not agree to the changes, you may terminate your Subscription as outlined in Section 14.

Table of Contents

1 Definitions

The following terms have the meanings set forth below when used in these Terms of Service (“Terms”). These definitions ensure clarity and compliance across all interactions with the Wooli Subscription Service. Unless otherwise stated, terms defined in the singular include the plural and vice versa.

1.1 Account

“Account” means the registered account created with Wooli by you or your Organization to access and use the Services, including free resources such as Explore and, with an active Subscription, the Subscription Service, as managed via the Account Management Page.

1.2 Features

“Features” means the tools and functionalities within the Subscription Service that enable task assignment, file sharing, team coordination, and related collaborative activities, as specified in your Order Form.

1.3 Confidential Information

“Confidential Information” means any non-public information disclosed through the Subscription Service, including but not limited to User Content, Personal Data, data in features (e.g., shared tasks, files), business plans, technical data, or other proprietary information, whether disclosed by you, your Users, Wooli, or Partners, as governed by Section 8.

1.4 Customer Data

“Customer Data” means all information, data, documents, personal information, or information relating to third parties that you or your Users upload, submit, store, or process through the Subscription Service, including data generated or used in Features (e.g., task assignments, shared files, or team coordination outputs).

1.5 Data Processing Agreement (DPA)

“Data Processing Agreement” or “DPA” means Wooli’s Data Processing Agreement, detailing how Wooli processes Personal Data on your behalf as a data processor, in compliance with applicable data protection laws, as referenced in Section 7.5 and Appendix A.

1.6 Data Subject

“Data Subject” means an identified or identifiable individual whose Personal Data is processed through the Subscription Service.

1.7 Feedback

“Feedback” means suggestions, enhancement requests, or other feedback provided by you or your Users regarding the Subscription Service, its Features, or partner-provided features, as governed by Section 6.2.

1.8 Marks

“Marks” means all trademarks, logos, and service marks displayed in the Subscription Service, including in co-branded areas with Partners, owned by Wooli, Inc. or third parties, as governed by Sections 6.1 and 15.12.

1.9 Order Form

“Order Form” means the Wooli-approved order you complete with Wooli through Wooli’s online order and payment process, detailing your Subscription, including subscription term, features, data access limits, and fees.

1.10 Organization

“Organization” means the entity (e.g., company, institution) you represent when entering into these Terms and accessing the Subscription Service.

1.11 Output

“Output” means any data, reports, documents, or other content generated by the Subscription Service based on your User Content, such as task reports or shared documents from Features, as governed by Section 7.3.

1.12 Partner

“Partner” means an organization affiliated with Wooli, Inc. (a sister company), such as Wooli Safety, Inc., that provides content or features made available through the Subscription Service. The relationship between Wooli and its Partners is governed by separate agreements between them, not by these Terms.

1.13 Subscription

“Subscription” means your subscription to the Subscription Service, ordered through and billed by Wooli, granting access to specific features or data (which may include content or features provided by a Partner, such as Wooli Safety, Inc.) as specified in your Order Form.

1.14 Personal Data

“Personal Data” means any information relating to an identified or identifiable individual, as defined under applicable data protection laws, processed via the Subscription Service. Wooli acts as a data processor for Personal Data under these Terms.

1.15 Privacy Policy

“Privacy Policy” means Wooli’s Privacy Policy, which governs the collection, use, and protection of data, including Personal Data, as part of the Subscription Service.

1.16 Subscription Service

“Subscription Service” means the Wooli platform, including all Features, data access tools, and related services provided by Wooli, Inc., as made available through your Subscription at apps.wooli.com, excluding third-party products or services not directly provided by Wooli.

1.17 System Data

“System Data” means anonymized, aggregated data generated by or derived from the Subscription Service, including metrics, metadata, analytics, or usage statistics, not attributable to any specific user or Personal Data, as used by Wooli for platform improvement, per Section 7.2. System Data does not include audit, security, or activity logs that identify, or are reasonably attributable to, a specific user; Wooli treats such logs as Personal Data and handles them in accordance with the Privacy Policy.

1.18 User Content

“User Content” means all information, data, documents, or content you or your Users upload, submit, store, or process through the Subscription Service, including but not limited to documents, personal information, third-party data, and content generated or used in Features, as governed by Section 7.1.

1.19 Users

“Users” means individuals, including employees, representatives, contractors, or team members, authorized by you or your Organization to access and use the Subscription Service under your Account, including those participating in Features.

1.20 Wooli Indemnitees

“Wooli Indemnitees” means Wooli, Inc., its affiliates, officers, directors, employees, suppliers, licensors, agents, successors, and assigns, as referenced in Section 10 (Indemnification).

1.21 Wooli Released Parties

“Wooli Released Parties” means Wooli, Inc., its affiliates, officers, directors, employees, suppliers, licensors, agents, successors, and assigns, as referenced in Section 11.4 (Release).

1.22 Wooli Sites

“Wooli Sites” means the Wooli websites and online services operated under the wooli.com domain, namely: (a) the public marketing website at www.wooli.com (the “Wooli Website”); (b) Explore, the free resource application at explore.wooli.com (Section 3.6); and (c) the Subscription Service at apps.wooli.com. These Terms govern all of the Wooli Sites, but certain provisions apply only to particular Sites: the Fees and Billing provisions (Section 4), and the Subscription, Order Form, and Data Processing Agreement provisions, apply only to the Subscription Service; the provisions governing Explore are set out in Section 3.6; and the Wooli Website is governed by these Terms only to the extent applicable to general browsing of an informational website.

2 Introduction

These Terms of Service govern your access to and use of the Wooli platform and Services, which enable the upload, storage, and management of diverse data (including documents, personal information, and information on others) and features (such as task assignment, file sharing, and team coordination). Wooli, Inc. owns and operates the Platform and manages all billing and payments for subscriptions. Subscriptions may be offered in connection with authorized partner organizations (e.g., Wooli Safety, Inc.) that provide access to specific content or features. These Terms apply to all users, including individuals and organizations, who access the Services, as well as to partner organizations. By signing up for an Account or accessing the Services, you agree to be bound by these Terms, including the incorporated Privacy Policy, Data Processing Agreement, Acceptable Use Policy, and Cookie Policy. These Terms also incorporate any Order Forms you complete with Wooli, which detail your specific subscription features and limits. You represent and warrant that you have the legal authority to enter into this Agreement and that your use of the Services complies with all applicable laws, including data protection laws governing the upload of personal or third-party data. For clarity, merely browsing the public Wooli Website (www.wooli.com) does not by itself create a Subscription or bind a visitor to the arbitration and class-action-waiver provisions in Section 15.2. Those provisions apply once you register an Account or access Explore or the Subscription Service. Wooli may update these Terms to reflect changes in the Services, legal requirements, or business practices. Material changes will be notified via email and in-app notifications and may take effect at any time. If you do not agree to the updated Terms, you may terminate your subscription as outlined in Section 14, subject to any applicable refund policies. Continued use after the effective date of changes constitutes acceptance. You may subscribe to update notifications at the Update Notifications page. The Services are not available to individuals or entities subject to U.S. trade sanctions or located in jurisdictions where access is prohibited by law. By using the Services, you represent that you are not subject to such restrictions. If you have questions about these Terms, contact us at terms@wooli.com or via the details in Section 15.13.

3 Accounts and Use of Service

This section governs the creation, management, and use of your Account on the Wooli platform, as well as your responsibilities and those of authorized partner organizations (“Partners”) that provide content or features through the Subscription Service. You and your Users must comply with these Terms, the Acceptable Use Policy (AUP), and applicable laws, including data protection laws, particularly when uploading sensitive data or using features. Partners are responsible for ensuring compliance with these Terms in their representations of the Subscription Service and the content or features they provide.

3.1 Account Creation

Anyone may register for an account (“Account”) with Wooli free of charge by providing accurate and complete information as prompted by the registration process. An Account allows you to access free resources, including Explore (Section 3.6); access to the Subscription Service requires an active Subscription. You must be at least 18 years old or the age of consent in your jurisdiction and have the legal capacity to enter binding contracts. You may not select a username that impersonates another person or entity, infringes on third-party rights, or is obscene, vulgar, or otherwise inappropriate, as determined by Wooli in its sole discretion. Wooli reserves the right to refuse or cancel registration of any username or Account for any reason. You represent and warrant that: (a) all registration information is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you have the authority to bind your Organization, if applicable. You may delete your Account at any time by following instructions at the Account Management Page, subject to the termination provisions in Section 14. Wooli may suspend or terminate your Account in accordance with Section 14.

3.2 Account Responsibilities

You are responsible for maintaining the confidentiality of your Account login information (e.g., passwords, security questions) and for all activities occurring under your Account, including actions by your Users. You agree to: (a) immediately notify Wooli at terms@wooli.com of any unauthorized use or suspected breach of your Account; (b) not share your login credentials with any other individual or entity; and (c) not allow unauthorized access to your Account. You are also responsible for monitoring and ensuring that your Users, including those using features, comply with these Terms and the AUP. Wooli is not liable for any loss or damage arising from your failure to comply with these requirements.

3.3 User Access and Collaboration

You may authorize Users (e.g., employees, contractors, team members) to access the Subscription Service under your Account, including for features such as task assignments, file sharing, and team coordination. All Users must comply with these Terms and the AUP. You are responsible for ensuring that data shared among Users in features (e.g., documents, personal information) complies with applicable data protection laws and that you have obtained all necessary consents for sharing such data. You are liable for any misuse of the Subscription Service or shared data by your Users. Wooli may limit the number of Users per Account as specified in your Order Form.

3.4 Prohibited Uses

You and your Users may not use the Subscription Service in any manner that violates these Terms, the AUP, or applicable laws. Prohibited actions include, but are not limited to: (a) uploading, sharing, or processing illegal, fraudulent, or harmful content, including unconsented personal or third-party data; (b) misusing features (e.g., sharing sensitive data without authorization); (c) engaging in unauthorized commercial activities or timesharing; (d) attempting to reverse engineer, decompile, or access the Service’s source code; (e) uploading viruses or malicious code; (f) interfering with the Service’s operation or security; or (g) violating third-party rights (e.g., intellectual property, privacy). Specific prohibitions include uploading Protected Health Information under HIPAA or Nonpublic Personal Information under the Gramm-Leach-Bliley Act without enabling appropriate features and obtaining consents.

3.5 Free Trials and Beta Features

Wooli or its Partners may offer free trials or beta features for the Subscription Service, with access limited to the trial period or as specified in your Order Form. Beta features are experimental and provided “as is” without warranties. Data uploaded during trials or beta features may be deleted upon expiration unless you purchase a Subscription. Wooli is not liable for any loss of data from trial or beta use. You must comply with these Terms and the AUP during trials or beta access.

3.6 Explore (Free Resources)

Wooli also offers Explore, a free resource application (available at the link listed in Section 19 (Reference Links)) that provides general resources about Wooli and related topics, such as guides and webinars. You may create an Account to access Explore at no charge; you do not need a Subscription to use Explore, and the fee, billing, and Subscription provisions of these Terms do not apply to it. By signing up for or otherwise using Explore, you accept these Terms, including the Acceptable Use Policy.

The content made available through Explore, including guides and webinars, is provided for general informational purposes only. It does not constitute legal, regulatory, safety, financial, or other professional advice, is not a substitute for advice from a qualified professional, and should not be relied upon as such; you are responsible for obtaining advice appropriate to your circumstances. Explore and its content are provided “as is” and “as available,” and the disclaimers and limitations of liability in Sections 12 and 13 apply to Explore as they do to the Subscription Service.

4 Fees and Billing

This section governs the payment terms, taxes, and billing processes for subscriptions to the Wooli Subscription Service. Wooli manages all billing and payments for subscriptions directly and is the merchant of record. You subscribe to the Subscription Service through Wooli’s online order and payment process. Fees are determined by your Subscription, as detailed in your Order Form. Where a subscription is offered in connection with an authorized partner organization (“Partner”), such as Wooli Safety, Inc., that provides access to specific content or features, Wooli collects payment from you and remits the applicable amounts to that Partner. Wooli sets payment terms and handles billing and billing disputes directly. You are responsible for timely payment of all fees and compliance with applicable tax obligations, including data protection laws when applicable to billing information. Failure to pay may result in suspension or termination of your access to the Subscription Service under Section 14.

4.1 Taxes

All fees for Subscriptions exclude taxes, duties, levies, or assessments (“Taxes”) unless otherwise specified in your Order Form or invoice issued by Wooli. You are responsible for paying all applicable Taxes, including sales, use, value-added (VAT), goods and services (GST), or similar taxes, associated with your use of the Subscription Service, except for taxes based on Wooli’s net income. Upon Wooli’s request, you must provide a valid tax identification number or evidence of tax exemption to comply with applicable tax laws (e.g., EU VAT regulations, Canadian GST/HST). If you are required to withhold Taxes from payments to Wooli, you must: (a) deduct only the amount required by law; (b) remit such Taxes to the relevant authority on a timely basis; and (c) provide Wooli with a valid tax receipt within 90 days of the invoice date. If no receipt is provided, the withheld amount becomes immediately due to Wooli. You must also pay a gross-up amount to ensure Wooli receives the full fee amount, net of any withheld Taxes, as specified in your Order Form. You and Wooli will collaborate in good faith to reduce or eliminate withholding Taxes where permitted by law (e.g., via tax treaties).

4.2 Billing and Payment

All fees for the Subscription Service are billed and collected by Wooli through Wooli’s online order and payment process. Payments are due to Wooli within 30 days of the invoice date, unless otherwise specified in your Order Form. You subscribe through the online order and payment process, selecting a Subscription that defines your access rights and fees. Wooli issues invoices, communicates billing details, and oversees and resolves billing disputes, including incorrect charges, overages, or refund requests. You must notify Wooli at terms@wooli.com of any billing dispute within 15 days of receiving an invoice. Where a subscription includes content or features provided by a Partner, Wooli remits the applicable amounts to that Partner; any issue between Wooli and a Partner does not affect your access so long as your fees are paid to Wooli. All fees are non-cancelable and non-refundable, except as provided in Section 14 or your Order Form.

4.3 Subscription Term and Renewal

Your Subscription term (e.g., monthly, annual) is specified in your Order Form and executed through Wooli’s online order and payment process. Subscriptions automatically renew for the same duration as the initial term unless you cancel through your account or by contacting Wooli at least 30 days before the renewal date, as outlined in your Order Form. Subscription terms are non-cancelable during the current term, except as provided in Section 14 or your Order Form. You may contact Wooli at terms@wooli.com if you experience any issue with cancellation or non-renewal. Upon renewal, fees may be adjusted to Wooli’s then-current rates, as communicated by Wooli at least 30 days in advance via email or in-app notification.

4.4 Overages and Upgrades

Your Subscription includes usage limits (e.g., data storage, number of Users, or capacity for features), as specified in your Order Form. Exceeding these limits incurs additional fees (“Overages”) at rates outlined in your Order Form or Wooli’s then-current pricing. You may upgrade your subscription (e.g., increased storage or User capacity) through Wooli, which will issue a new Order Form via the online order and payment process. Overage fees are billed in the next billing cycle unless otherwise specified in your Order Form. You are responsible for monitoring usage to avoid Overages, and Wooli may notify you of nearing limits via email or in-app notifications. Wooli is not liable for Overages resulting from your failure to monitor usage.

4.5 Payment Methods and Invoicing

Wooli accepts payment methods (e.g., credit cards, bank transfers) as specified in your Order Form, processed through Wooli’s online order and payment process. You must maintain a valid payment method and update it promptly if it becomes invalid (e.g., expired card) via the online payment portal. Invoices are issued by Wooli no later than 45 days before the start of the next billing period or as specified in your Order Form. If payment fails (e.g., declined card, insufficient funds), Wooli will notify you, and you must remedy the issue within 10 days. Failure to pay may result in suspension of your Account under Section 14.3. Wooli may charge a reactivation fee to restore access after suspension, as specified in your Order Form.

5 Access to the Service

This section governs your access to and use of the Wooli platform and its Subscription Service. Your access rights are determined by your Subscription, as specified in your Order Form, and are subject to compliance with these Terms, the Acceptable Use Policy (AUP), and applicable laws, including data protection laws. Wooli reserves the right to modify, suspend, or limit access to the Subscription Service, with remedies provided for material degradation. Support and maintenance are provided to ensure platform functionality, with Partners potentially relaying support requests to Wooli.

5.1 Subscription Access

Subject to your compliance with these Terms, timely payment of fees through Wooli’s online payment process, and possession of a valid Subscription, you may access and use the Subscription Service solely for your Organization’s internal business purposes, as specified in your Order Form. Your Subscription defines access to specific features or data (e.g., features, safety data access), including any limits on usage (e.g., data storage, number of Users), as detailed in your Order Form. You may not use the Subscription Service for financial, commercial, or other purposes not expressly permitted by your Order Form without Wooli’s prior written consent. Except as explicitly stated in these Terms or your Order Form, no rights are granted to reproduce, modify, distribute, or publicly display the Subscription Service or its software. Access is granted only through a Subscription purchased via Wooli’s online payment process, and you represent and warrant that you are not subject to U.S. trade sanctions or located in jurisdictions where access is prohibited by law.

5.2 Certain Restrictions

Your access to and use of the Subscription Service are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Subscription Service or its content, including data accessed through features; (b) you shall not modify, create derivative works of, disassemble, reverse compile, or reverse engineer any part of the Subscription Service; (c) you shall not access or use the Subscription Service to build a similar or competitive product or service; (d) you shall not use the Subscription Service for timesharing, service bureau purposes, or to provide access to third parties not authorized under your Subscription; (e) you shall not copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Subscription Service, except as permitted in your Order Form; and (f) you shall not share data improperly through features (e.g., uploading or sharing unconsented personal or third-party data). All copyright and proprietary notices in the Subscription Service must be retained on any copies. You must comply with the AUP and Section 3.4 (Prohibited Uses). If you access the Subscription Service from outside the United States, you are responsible for compliance with foreign and local laws, including data protection laws.

5.3 Modification

Wooli reserves the right to modify, update, or suspend the Subscription Service, including features, at any time, with or without notice, to improve functionality, comply with legal requirements, or address technical needs. Modifications will not materially degrade the core functionality of the Subscription Service during your current subscription term, as defined in your Order Form. If a modification materially degrades core functionality, your sole remedy is to terminate your Subscription under Section 14.4 and receive a pro-rated refund of prepaid, unused fees, as specified in your Order Form. Modifications to beta features or free trials, as described in Section 3.5, are excluded from this guarantee and may be altered or discontinued without notice or liability. Wooli may also limit access to the Subscription Service for specific users, organizations, or jurisdictions at its sole discretion, particularly to comply with U.S. trade sanctions or other legal restrictions.

5.4 Support and Maintenance

Wooli provides support and maintenance for the Subscription Service in accordance with its standard support policies. Support includes assistance with platform access, features, and technical issues, accessible via email (support@wooli.com) or in-app support tools. Maintenance may cause temporary outages, and Wooli will use commercially reasonable efforts to notify you of scheduled maintenance via email or in-app notifications. Wooli is not liable for service interruptions due to maintenance, provided reasonable efforts are made to minimize disruption. Support and maintenance obligations do not extend to third-party products or services not provided by Wooli.

6 Ownership

This section establishes Wooli, Inc.’s intellectual property rights in the Subscription Service, including the Wooli platform and its features, as well as the ownership and use of feedback provided by you or your Users. Wooli owns and operates the platform and manages billing and payments for subscriptions, which may be offered in connection with authorized partner organizations (“Partners”), such as Wooli Safety, Inc. This section protects Wooli’s brand, software, and associated intellectual property, particularly in co-branded contexts with Partners, and clarifies that user-generated content (e.g., data uploaded or created in features) remains owned by you, subject to the license granted in Section 7. No intellectual property rights are transferred to you or third parties except as expressly provided in these Terms. Feedback provided by you or your Users is licensed to Wooli for platform improvements, ensuring scalability for current and future Partner offerings.

6.1 Intellectual Property Ownership

Excluding Customer Data (as defined in Section 7), you acknowledge that all intellectual property rights, including copyrights, patents, trademarks, trade secrets, and other proprietary rights in the Subscription Service, the Wooli platform, its features, and all associated content (e.g., software, designs, layouts, templates, branding, and documentation) are owned by Wooli, Inc. or its licensors. Neither these Terms nor your access to the Subscription Service through a Subscription transfers to you, your Organization, or any third party any rights, title, or interest in such intellectual property, except for the limited access rights expressly granted in Section 5.1 (Subscription Access). Wooli and its licensors reserve all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms. All trademarks, logos, and service marks (“Marks”) displayed in the Subscription Service, including in co-branded areas with Partners, are owned by Wooli or third parties, and you may not use these Marks without Wooli’s prior written consent or the consent of the respective third-party owner. You must retain all copyright and proprietary notices on any permitted copies of the Subscription Service content.

6.2 Feedback

You and your Users are under no obligation to provide suggestions, enhancement requests, or other feedback regarding the Subscription Service, its features, or partner-provided features (“Feedback”). If you choose to provide Feedback, you hereby grant Wooli a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid, sublicensable (at unlimited levels), and assignable license to use, reproduce, modify, distribute, incorporate into the Subscription Service, and otherwise exploit such Feedback solely to improve the Subscription Service, its features, or related services, provided that such Feedback is used in a manner not attributable to you or your Organization. You irrevocably waive any moral rights or claims of attribution in such Feedback under applicable copyright law. Wooli treats all Feedback as non-confidential and non-proprietary, and you agree not to submit Feedback you consider confidential or proprietary. Feedback is provided on an “as-is” basis without warranties of any kind. Wooli encourages Feedback on all aspects of the Subscription Service, including partner-provided features, to enhance platform functionality.

7 User Content and Customer Data

This section governs the ownership, use, and protection of Customer Data, including all data and content you or your Users upload, submit, store, or process through the Wooli Subscription Service. This section ensures compliance with applicable data protection laws, clarifies your ownership of Customer Data, grants Wooli limited usage rights, and addresses data security, retention, and regional hosting. Wooli acts as a data processor for Personal Data, with processing governed by the Data Processing Agreement (DPA). Partners do not access Customer Data except as authorized by you.

7.1 User Content

“User Content” means all information, data, documents, or content you or your Users upload, submit, store, or process through the Subscription Service, including but not limited to documents, personal information, third-party data, and content generated or used in features (e.g., task assignments, shared files). You retain full ownership of your User Content. You are solely responsible for the accuracy, completeness, legality, and appropriateness of your User Content, including any risks associated with its use, disclosure, or reliance by you, your Users, or others (e.g., collaborators in shared tasks). You must not represent or imply that your User Content is provided, sponsored, or endorsed by Wooli. You are responsible for maintaining your own backup copies of User Content, as Wooli is not obligated to provide backups.

7.2 License

You grant Wooli a non-exclusive, worldwide, royalty-free, sublicensable (at unlimited levels), and fully paid license to host, store, process, reproduce, modify, transmit, display, and otherwise use your User Content solely for the purpose of providing the Subscription Service, including enabling features (e.g., task sharing, file storage) and fulfilling obligations under these Terms and your Order Form. This license does not permit Wooli to use User Content for marketing or promotional purposes without your explicit written consent. You irrevocably waive any claims or assertions of moral rights or attribution with respect to your User Content under applicable copyright law. Additionally, you grant Wooli a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, and create aggregated, anonymized data derived from your User Content as part of System Data (as defined in Section 1.17) for the purpose of developing, optimizing, and improving the Subscription Service, provided such data is not attributable to you or your Organization.

7.3 Output

“Output” means any data, reports, documents, or other content generated by the Subscription Service based on your User Content (e.g., task reports, shared documents from features). Wooli assigns to you all its right, title, and interest, if any, in and to the Output, provided that Wooli retains all right, title, and interest in the format, layout, design, look and feel, and templates of any documents or content generated by the Subscription Service. You are responsible for your Output to the same extent as your User Content, including ensuring its accuracy, legality, and compliance with applicable laws. Output generated in features may include data shared with other Users, subject to their rights under these Terms. If disputes arise regarding ownership or use of shared Output (e.g., in team tasks), you agree to resolve such disputes directly with other Users, and Wooli is not liable for such disputes, as provided in Section 11.4 (Release).

7.4 Data Ownership and Rights

You represent and warrant that you own or have obtained all necessary rights, licenses, permissions, and consents (including copyrights and data protection consents) to upload, submit, store, or process your User Content, including third-party data (e.g., client information in shared tasks), through the Subscription Service. You are solely responsible for ensuring that your User Content complies with all applicable laws, including data protection laws, and the Acceptable Use Policy (AUP). Wooli is not obligated to verify the accuracy, completeness, or legality of your User Content and may rely on the information you provide. Wooli is not liable for any errors, omissions, or violations arising from inaccurate, incomplete, or unlawful User Content provided by you or your Users. You agree to promptly notify Wooli at terms@wooli.com of any changes to your User Content that could impact its use in the Subscription Service.

7.5 Data Processing and Privacy

Wooli processes Personal Data within your User Content as a data processor, not a data controller, in accordance with the Data Processing Agreement (DPA) and the Privacy Policy. You are responsible for ensuring that any Personal Data uploaded or processed complies with applicable data protection laws, including obtaining necessary consents from data subjects (e.g., clients, employees). Wooli will process Personal Data only as necessary to provide the Subscription Service, fulfill obligations under these Terms, or comply with applicable laws. You agree to review and verify the accuracy of any documents or Output generated by the Subscription Service to ensure compliance with your legal obligations. Certain Features may use third-party AI providers to process inputs and User Content you submit to them, as described in the Privacy Policy and the Subprocessor List; you are responsible for the content you submit to AI Features and for your use of any Output.

7.6 Security Measures

Wooli maintains industry-standard security measures, including encryption, access controls, and regular security audits, to protect your User Content from unauthorized access, disclosure, or loss. Specific security practices are detailed in the DPA. Partners do not access your User Content without your explicit authorization. You are responsible for ensuring your Users follow secure practices (e.g., strong passwords) when accessing the Subscription Service. Wooli is not liable for breaches caused by your or your Users’ failure to follow secure practices or by unauthorized third-party actions, subject to Section 10 (Indemnification). You must promptly notify Wooli at terms@wooli.com of any suspected security breach involving your User Content.

7.7 Data Retention and Deletion

Wooli retains your User Content for the duration of your Subscription and for a period of 30 days following termination, as provided in Section 14, to allow you to export your data via tools provided at the Account Management Page. After this 30-day period, Wooli may delete your User Content from its live databases, except as required by law or for legitimate business purposes (e.g., backup retention for legal compliance). User Content shared through features (e.g., shared tasks or files) may persist in other Users’ accounts, subject to their rights under these Terms. Wooli is not liable for such persistent data or for any loss of User Content after the retention period, as provided in Section 13 (Limitation on Liability). You are responsible for exporting your User Content before termination.

7.8 Regional Data Hosting and Transfers

Wooli stores User Content in data centers located in regions specified in your Order Form or as detailed in the DPA. User Content is currently stored and processed in the United States; if international data transfers occur in the future, Wooli will implement an appropriate transfer mechanism in accordance with applicable laws. You are responsible for ensuring that your User Content, including Personal Data, complies with applicable data protection laws when uploaded or shared. Partners do not transfer or host your User Content unless authorized in your Order Form. You may contact Wooli at terms@wooli.com for details on data hosting locations or transfer mechanisms.

8 Confidentiality

This section governs the protection of confidential information shared through the Wooli Subscription Service. This section ensures that you, your Users, Wooli, Inc., and Partners protect confidential information, particularly in collaborative workflows, with a standard of reasonable care, and comply with applicable data protection laws. It establishes obligations for safeguarding such information, defines exceptions, and specifies conditions for legally required disclosures, with prompt notification to affected parties.

8.1 Obligations

You, your Users, Wooli, and Partners must protect all Confidential Information shared through or derived from the Subscription Service with at least the same degree of care as you would use to protect your own confidential information, but in no event less than a reasonable standard of care. “Confidential Information” means any non-public information disclosed through the Subscription Service, including but not limited to User Content (as defined in Section 7.1), Personal Data (as defined in Section 1.14), data in features (e.g., shared tasks, files), business plans, technical data, or other proprietary information, whether disclosed by you, your Users, Wooli, or Partners. You must limit access to Confidential Information to authorized Users who need to know such information to use the Subscription Service and who are bound by confidentiality obligations at least as restrictive as those in this section. Partners access Confidential Information only as necessary to provide their content or features and as authorized by you. You must ensure that your Users comply with these obligations, and you are liable for any breaches by your Users. Wooli will use Confidential Information only to provide the Subscription Service, fulfill obligations under these Terms, or comply with applicable laws, as detailed in the Data Processing Agreement (DPA).

8.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure without confidentiality obligations; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is received from a third party without breach of any confidentiality obligation. These exceptions do not apply to Personal Data, which remains subject to the DPA and applicable data protection laws, regardless of its public status.

8.3 Disclosure

You, Wooli, or Partners may disclose Confidential Information only when required by law, court order, or governmental authority, provided that the disclosing party: (a) gives prompt written notice to the affected party (unless prohibited by law) to allow them to seek protective measures; and (b) discloses only the minimum information required. In the event of a data breach involving Confidential Information, including Personal Data, the disclosing party must notify the affected party and, where applicable, data protection authorities without undue delay and within the time period required by applicable law. You must notify Wooli at terms@wooli.com of any legally required disclosures or suspected breaches involving Confidential Information. Wooli will comply with breach notification obligations as detailed in the DPA.

9 Acceptable Use Policy

This section establishes the Acceptable Use Policy (“AUP”) governing your use of the Wooli Subscription Service. You and your Users must comply with the AUP, to ensure the integrity, security, and lawful use of the Subscription Service. The AUP prohibits actions that violate intellectual property, privacy, or data protection laws, harm the platform, or misuse features. Wooli reserves the right to enforce the AUP, including suspending accounts for violations.

9.1 Acceptable Use Policy

You and your Users must comply with the Acceptable Use Policy (AUP), which governs all use of the Subscription Service, including features and data uploads. The following actions are prohibited:

  • (a) Content Violations: You may not collect, upload, transmit, display, or distribute any User Content (as defined in Section 7.1) that:
  • (i) violates any third-party right, including copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or other intellectual property or proprietary right;
  • (ii) is unlawful, fraudulent, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, libelous, pornographic, obscene, patently offensive, or promotes racism, bigotry, hatred, or physical harm against any group or individual;
  • (iii) is harmful to minors in any way;
  • (iv) violates any law, regulation, or third-party obligation, including data protection laws;
  • (v) constitutes Protected Health Information under the HIPAA Privacy Rule (45 C.F.R. Section 164.501) unless specifically enabled in your Subscription with appropriate consents;
  • (vi) constitutes Nonpublic Personal Information under the Gramm-Leach-Bliley Act unless specifically permitted with appropriate consents.
  • (b) Platform Misuse: You may not:
  • (i) upload, transmit, or distribute viruses, worms, or malicious software intended to damage or alter the Subscription Service or its data;
  • (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or other duplicative messages through the Subscription Service;
  • (iii) harvest, collect, or assemble data about other users (e.g., email addresses) without their consent;
  • (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Subscription Service, or violate their regulations, policies, or procedures;
  • (v) attempt unauthorized access to the Subscription Service or connected systems through password mining or other means;
  • (vi) harass or interfere with other users’ use and enjoyment of the Subscription Service;
  • (vii) use automated agents or scripts to create multiple accounts, generate automated searches, or scrape data from the Subscription Service;
  • (viii) misuse features (e.g., sharing sensitive data without consent in shared tasks or files).

You must ensure compliance with all applicable laws, including data protection laws, when uploading or sharing User Content through the Subscription Service. These prohibitions are further detailed in the AUP and align with Section 3.4 (Prohibited Uses).

9.2 Enforcement

Wooli reserves the right, but not the obligation, to monitor, review, refuse, or remove any User Content, and to investigate or take action against you or your Users in its sole discretion if you violate the AUP, Section 3.4, or any other provision of these Terms, or create liability for Wooli or any third party. Actions may include: (a) removing or modifying your User Content; (b) suspending or terminating your Account or access to the Subscription Service under Section 14; (c) reporting violations to law enforcement authorities; or (d) pursuing other remedies available under these Terms or applicable law. Wooli may enforce these measures directly, to maintain platform integrity. You must notify Wooli at terms@wooli.com of any suspected AUP violations by your Users. Wooli is not liable for any loss or damage resulting from enforcement actions, as provided in Section 13 (Limitation on Liability).

10 Indemnification

This section allocates liability for claims arising from your use of the Wooli Subscription Service, as well as from actions by authorized partner organizations (“Partners”), such as Wooli Safety, Inc., that provide content or features through the Subscription Service. This section protects Wooli, Inc., its affiliates, and related parties from claims due to user or Partner misconduct, while providing limited indemnification to you for intellectual property (IP) infringement claims related to the core Subscription Service. It ensures mutual obligations, with you indemnifying Wooli for violations, and complies with applicable laws, including data protection laws. Indemnification obligations are subject to clear notification and defense processes, with Wooli retaining control over defenses to protect its interests.

10.1 Your Indemnification

You agree to indemnify, defend (subject to Wooli’s right to assume defense at your expense), and hold harmless Wooli, Inc., its affiliates, officers, directors, employees, suppliers, licensors, agents, successors, and assigns (collectively, the “Wooli Indemnitees”) from and against any and all claims, demands, actions, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your or your Users’ use of the Subscription Service, including features; (b) your or your Users’ violation of these Terms, including the Acceptable Use Policy (AUP); (c) your or your Users’ violation of applicable laws, including data protection laws; (d) your or your Users’ infringement or alleged infringement of any intellectual property, proprietary, privacy, or other rights of any third party; (e) your User Content or Output (as defined in Section 7), including unauthorized uploads of personal or third-party data (e.g., client information shared without consent in collaborative tasks); and (f) your or your Users’ use of third-party connections or services integrated with the Subscription Service. Wooli reserves the right, at your expense, to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate fully with Wooli’s defense. You may not settle any such matter without Wooli’s prior written consent, which may be withheld in Wooli’s sole discretion. You must notify Wooli at legal@wooli.com of any claim subject to indemnification within 10 days of becoming aware of it, and Wooli will use commercially reasonable efforts to notify you of such claims within a reasonable time.

10.2 Our Indemnification

Wooli agrees to indemnify, defend, and hold you and your affiliates, officers, directors, employees, and agents harmless from and against any and all claims, demands, actions, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by a third party alleging that the core functionality of the Subscription Service (excluding Partner-specific tools, content, or integrations) infringes any valid copyright, patent, trademark, or trade secret of that third party. Wooli’s indemnification obligation does not apply to: (a) your or your Users’ misuse of the Subscription Service; (b) modifications to the Subscription Service not made by Wooli; (c) use of the Subscription Service in combination with third-party products or services not authorized by Wooli; (d) Partner-specific tools, content, or integrations provided through your Subscription; or (e) claims arising from your User Content or Output. If the Subscription Service is found to infringe, Wooli may, at its option, either: (i) obtain a license for your continued use; (ii) modify the Subscription Service to avoid infringement; or (iii) terminate your access with a pro-rated refund of prepaid, unused fees, as specified in Section 14.4. This is your sole remedy for IP infringement claims. You must notify Wooli at legal@wooli.com of any claim subject to indemnification within 10 days of becoming aware of it, and you agree to cooperate with Wooli’s defense.

11 Third-Party Links; Co-Branded Areas; Other Users

This section governs your interactions with third-party websites, services, co-branded areas, and other users of the Wooli Subscription Service. This section clarifies that Wooli, Inc. is not liable for third-party content, Partner-provided content in co-branded areas, or data shared among users in features. It releases Wooli from liability for disputes arising from such interactions, ensuring compliance with applicable laws, including data protection laws.

11.1 Third-Party Links

The Subscription Service may contain links to third-party websites, applications, or services (“Third-Party Links”), including links provided by Partners (e.g., Wooli Safety, Inc.) or integrated into features. Wooli does not control, review, approve, monitor, endorse, warrant, or make any representations regarding Third-Party Links, including their content, functionality, or privacy practices. Wooli provides Third-Party Links as a convenience, and your use of them is at your own risk. You must exercise caution and discretion when accessing Third-Party Links, as their terms, policies, and data practices apply upon interaction. Wooli is not liable for any loss, damage, or liability arising from your use of Third-Party Links, including those provided by Partners. You must notify Wooli at terms@wooli.com of any issues with Third-Party Links that affect your use of the Subscription Service.

11.2 Co-Branded Areas

Certain areas of the Subscription Service, such as payment processing pages or Partner-specific features (e.g., Wooli Safety, Inc.’s safety data tools), may be co-branded with Partners or third parties (“Co-Branded Areas”). These areas may display Wooli’s trademarks alongside Partner branding but may be operated or managed by Partners or third parties. Your access to and use of Co-Branded Areas are governed by these Terms and any additional terms posted in those areas. Wooli maintains control over its branding in Co-Branded Areas. Wooli is not liable for any content, functionality, or issues in Co-Branded Areas operated by Partners or third parties, and your use of such areas is at your own risk. You must notify Wooli at terms@wooli.com of any issues with Co-Branded Areas that affect your use of the Subscription Service.

11.3 Other Users

Each user of the Subscription Service is solely responsible for their own User Content (as defined in Section 7.1), including data uploaded or shared through features (e.g., shared tasks, files). Wooli does not control, monitor, or guarantee the accuracy, currency, suitability, appropriateness, or quality of User Content shared by other users. Your interactions with other users, including data sharing in features, are at your own risk, and you are responsible for ensuring compliance with applicable laws, including data protection laws, when sharing User Content. Wooli is not liable for any loss, damage, or liability arising from your interactions with other users or their User Content, including in collaborative workflows. If disputes arise between you and other users regarding shared data or interactions, Wooli is under no obligation to become involved, as provided in Section 11.4. You must notify Wooli at terms@wooli.com of any issues with other users’ User Content that violate these Terms or the AUP.

11.4 Release

You hereby release and forever discharge Wooli, Inc., its affiliates, officers, directors, employees, suppliers, licensors, agents, successors, and assigns (collectively, the “Wooli Released Parties”) from, and waive and relinquish, any and all past, present, and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions, and causes of action of every kind and nature (including personal injuries, death, and property damage) arising out of or related to: (a) your interactions with other users, including data sharing in features; (b) your use of Third-Party Links; or (c) your interactions with Partners or Co-Branded Areas, except to the extent caused by Wooli’s willful or intentional misconduct. If you are a California resident, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You also waive any similar laws in other jurisdictions. You agree to resolve disputes with other users or Partners directly, and Wooli is not liable for such disputes, as reinforced in collaborative environments where data sharing is common.

12 Disclaimers

The Wooli Subscription Service, including its features and data management capabilities, is provided “as is” and “as available” with all faults, without warranties or conditions of any kind, except as expressly specified in these Terms. Wooli, Inc., its affiliates, suppliers, and licensors disclaim all warranties, whether express, implied, statutory, or arising from course of dealing, course of performance, or usage of trade, including warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. This section aligns with standard SaaS practices, ensuring Wooli’s non-liability for partner-specific features or content, user-generated content, or third-party integrations, while requiring you to comply with applicable laws, including data protection laws. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WOOLI, ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO WARRANTY THAT: (a) THE SUBSCRIPTION SERVICE, INCLUDING FEATURES OR OUTPUTS (AS DEFINED IN SECTION 7.3), WILL MEET YOUR OR ANY THIRD PARTY’S REQUIREMENTS OR ACHIEVE ANY INTENDED RESULT; (b) THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR HARMFUL CODE; (c) THE SUBSCRIPTION SERVICE OR ITS OUTPUTS WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE; OR (d) THE SUBSCRIPTION SERVICE WILL BE COMPATIBLE WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES. YOU USE THE SUBSCRIPTION SERVICE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES, SYSTEMS, OR DATA RESULTING FROM SUCH USE. You acknowledge and agree that: (a) use of the Subscription Service does not relieve you of responsibility for compliance with applicable laws, rules, or regulations, including data protection laws or professional/ethical obligations; (b) Wooli does not provide legal, accounting, tax, regulatory, or other professional advice, and no fiduciary or special relationship exists between you and Wooli; (c) you are solely responsible for selecting appropriate services and software to meet your needs, using the Subscription Service, reviewing Outputs for accuracy, and maintaining necessary hardware, software, and resources for access; and (d) you must seek outside counsel (e.g., safety professionals, accountants, attorneys) to ensure compliance with your obligations. Wooli is not liable for any damages resulting from your reliance on information, data, or Outputs from the Subscription Service, including in features. Safety-related content, tools, processes, and data provided through Wooli Safety subscriptions are subject to the additional terms and disclaimers in Appendix C (Wooli Safety Subscription Terms), which supplement, and do not limit, the disclaimers in this Section 12. If applicable law requires any warranties for the Subscription Service, such warranties are limited to ninety (90) days from the date of first use. Some jurisdictions do not allow the exclusion of implied warranties or limitations on warranty duration, so the above exclusions or limitations may not apply to you. Wooli’s affiliates, suppliers, and licensors are intended third-party beneficiaries of this section.

13 Limitation on Liability

To the maximum extent permitted by applicable law, Wooli, Inc., its affiliates, suppliers, and licensors shall not be liable to you or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages, including but not limited to lost profits, lost revenue, lost income, loss of anticipated savings, loss of goodwill, lost data, data corruption, data inaccessibility, costs of procuring substitute products or services, business interruption, or any damages arising from the use or inability to use the Subscription Service, including features or Outputs (as defined in Section 7.3). This limitation applies regardless of the form of action (e.g., contract, tort, negligence, strict liability, or otherwise), even if Wooli has been advised of the possibility of such damages. Access to and use of the Subscription Service is at your own discretion and risk, and you are solely responsible for any damage to your devices, systems, or data resulting therefrom. Your sole remedy for dissatisfaction with the Subscription Service is to discontinue use and terminate your Subscription as provided in Section 14. Wooli’s total liability to you for all damages, losses, or causes of action, regardless of the form of action, shall not exceed the amount you paid to Wooli for the Subscription Service in the twelve (12) months prior to the first alleged act causing damages, or $100.00, whichever is greater. Multiple claims will not enlarge this limit. Wooli is not liable for damages caused by: (a) your or your Users’ misconduct, including violations of these Terms or the AUP; (b) Partner actions, including misrepresentations or violations; (c) third-party connections or services; or (d) the accuracy, completeness, security, reliability, availability, or errors of the Subscription Service or its Outputs. You acknowledge that Wooli has set its fees and entered these Terms in reliance on these limitations and disclaimers, which form an essential basis of the bargain between you and Wooli. Wooli’s affiliates, suppliers, and licensors are intended third-party beneficiaries of this section and shall have no liability arising from these Terms. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such cases, Wooli’s liability is limited to the fullest extent permitted by law.

14 Term and Termination; Retention of User Content; Suspension

This section governs the term of your Subscription to the Wooli Subscription Service. This section details subscription durations, termination processes, data retention policies, and conditions for account suspension, ensuring data access post-termination. It complies with applicable data protection laws, while empowering Wooli to enforce compliance directly.

14.1 Term and Termination

These Terms remain in effect for the duration of your Subscription, as specified in your Order Form and executed through Wooli’s online order and payment process. The subscription term (e.g., monthly, annual) is defined in your Order Form and automatically renews for the same duration unless you cancel through your account or by contacting Wooli at least 30 days before the renewal date. You may contact Wooli at terms@wooli.com if you experience any issue with cancellation. If you cancel your Subscription, it continues until the end of the then-current term and does not renew, as described in Section 14.4. Wooli may terminate your Subscription for cause (e.g., non-payment, violation of these Terms or the AUP) on 30 days’ written notice (or immediately for the conduct described in Sections 14.3 and 14.5), unless otherwise specified in your Order Form. If Wooli terminates your Subscription for cause, your access to the Subscription Service ends on the effective date of termination, subject to the data retention provisions in Section 14.2. Sections 6 (Ownership), 7 (User Content and Customer Data), 8 (Confidentiality), 10 (Indemnification), 11 (Third-Party Links; Co-Branded Areas; Other Users), 12 (Disclaimers), 13 (Limitation on Liability), 14 (this section), and 15 (General) survive termination.

14.2 Retention of User Content

Upon termination of your Subscription, whether by you or Wooli, Wooli retains your User Content (as defined in Section 7.1) for 30 days to allow you to export it using tools provided at the Account Management Page. After this 30-day period, Wooli may delete your User Content from its live databases, except as required by law or for legitimate business purposes (e.g., backup retention for legal compliance). User Content shared through features (e.g., shared tasks or files) may persist in other Users’ accounts, subject to their rights under these Terms, and Wooli is not liable for such persistent data, as provided in Section 11.3 (Other Users). You are solely responsible for exporting your User Content before the retention period ends. Wooli is not liable for any loss of User Content after termination, as provided in Section 13 (Limitation on Liability). You must comply with applicable data protection laws when exporting or retaining User Content.

14.3 Suspension

Wooli may suspend your Account or access to the Subscription Service, at any time if: (a) you or your Users violate these Terms, including the AUP; (b) you fail to pay fees as required under Section 4; (c) Wooli reasonably believes your use of the Subscription Service poses a security risk or violates applicable laws; or (d) suspension is necessary to comply with legal obligations. Suspension may be immediate without notice for severe violations (e.g., security threats) or with notice for other violations, as determined by Wooli. During suspension, you will not have access to the Subscription Service, but User Content will be retained per Section 14.2 unless terminated. You may contact Wooli at terms@wooli.com to resolve suspension issues. Wooli is not liable for any loss or damage resulting from suspension, as provided in Section 13.

14.4 Effect of Termination

Upon cancellation or termination of your Subscription (other than termination by Wooli for cause under Sections 14.1 and 14.3), your Subscription will remain active until the end of the then-current subscription term and will not renew thereafter. Wooli does not provide pro-rated refunds for the unused portion of a term, except where termination is due to Wooli’s material breach or as specified in Section 5.3 (Modification) or Section 10.2 (Our Indemnification). To request a refund, you may contact Wooli Support at support@wooli.com. You may export your User Content within 30 days after your Subscription ends, as provided in Section 14.2. Wooli is not liable for any loss or damage resulting from termination, as provided in Section 13.

14.5 Suspension for Data Misuse

Wooli may suspend your Account or access to the Subscription Service immediately if you or your Users engage in unauthorized data uploads or processing (e.g., sharing unconsented Personal Data, as defined in Section 1.14, in violation of applicable data protection laws). Such suspension may occur without notice to protect platform integrity or comply with legal obligations. You must remedy the misuse within 10 days of notification from Wooli, or risk termination under Section 14.1. You may contact Wooli at terms@wooli.com to address data misuse issues. Wooli is not liable for any loss or damage resulting from suspension for data misuse, as provided in Section 13.

15 General

This section sets forth miscellaneous legal terms governing the operation of the Wooli Subscription Service. These terms support compliance with applicable laws, covering changes to the Terms, dispute resolution, and related provisions.

15.1 Changes

Wooli may update these Terms periodically to reflect changes in the Subscription Service, legal requirements, or business practices. Material changes will be notified to you via email (to the address associated with your Account) and in-app notifications and may take effect at any time. You are responsible for maintaining a current email address through the Account Management Page. If the provided email address is invalid, Wooli’s dispatch of the notice constitutes effective notice. The date of the last revision is noted at the top of these Terms. Continued use of the Subscription Service after the effective date of changes constitutes your acceptance. If you do not agree to material changes, you may terminate your Subscription as provided in Section 14.1, subject to any applicable refund policies in Section 14.4.

15.2 Dispute Resolution; Mandatory Binding Arbitration; Class Action Waiver; and Mass Arbitration Waiver

PLEASE READ THIS SECTION 15.2 CAREFULLY, AS IT REQUIRES ARBITRATION OF DISPUTES, WAIVES CLASS ACTIONS AND JURY TRIALS, AND LIMITS YOUR ABILITY TO SEEK RELIEF IN COURT. You, Wooli, Inc., and Partners agree to resolve disputes, claims, or controversies (“Disputes”) arising under or related to these Terms, the Subscription Service, or related services (including billing, data handling, or violations of the Privacy Policy or Data Processing Agreement) through the processes below. Disputes include those based in contract, statute, regulation, tort (e.g., fraud, misrepresentation, negligence), or other legal or equitable theories, including issues related to subscription fees, data collection, or content or features provided by a Partner.

15.2.1 Informal Dispute Resolution

You, Wooli, and Partners must attempt to resolve Disputes informally before pursuing arbitration. If you have a Dispute, you must first contact Wooli at legal@wooli.com or by mail at Wooli, Inc., Attention: Legal Department, PO Box 39, Estero, FL 33929. If the Dispute involves content or features provided by a Partner, Wooli will coordinate with that Partner as needed. If Wooli does not resolve the Dispute within 30 calendar days of receiving written notice, you may pursue arbitration as outlined below. Wooli will notify you of unresolved Disputes at the last known email or mailing address associated with your Account. Failure to follow this informal resolution process precludes arbitration.

15.2.2 Arbitration Procedures

If informal resolution fails, Disputes will be resolved by binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules, available at www.adr.org or by calling 1-800-778-7879. The Federal Arbitration Act governs, as the Subscription Service affects interstate commerce. Arbitration will be conducted in Estero, Florida, unless otherwise agreed in writing by you and Wooli. To initiate arbitration, you must send a written request to Wooli at the above address or email, complying with AAA rules. The arbitrator may award relief only to the extent a court of competent jurisdiction could, limited by these Terms, and may award attorneys’ fees, costs, or injunctive/declaratory relief as permitted by law, but such relief is limited to you and your dealings with Wooli or the Partner. Arbitration decisions are binding, with limited court review. You are responsible for your arbitration costs (e.g., attorney fees, expert witnesses), unless otherwise awarded by the arbitrator under AAA rules. If arbitration is unenforceable (for example, under applicable law), Disputes will be resolved in federal or state courts in Lee County, Florida, subject to the class action and jury trial waivers below. Any judgment on the arbitrator’s award may be entered in a court of competent jurisdiction.

15.2.3 Waiver of Mass Arbitration Filings

You, Wooli, and Partners waive the right to file Disputes as part of a mass arbitration filing, defined as 25 or more substantially similar arbitration demands filed within 180 days by the same law firm or collection of firms against another party. No arbitrator shall arbitrate a mass arbitration filing. If this waiver is unenforceable, arbitration does not apply, and Disputes will be resolved in federal or state courts in Lee County, Florida, subject to class action and jury trial waivers.

15.2.4 Class Action Waiver

You, Wooli, and Partners agree that Disputes will be resolved individually, with no class, representative, or consolidated actions in arbitration or court. If a Dispute is pursued in small claims court or court (if arbitration is unenforceable), no party may bring or participate in a class or representative action. If this class action waiver is unenforceable (for example, under applicable law), the entire arbitration agreement (15.2) does not apply, except for the jury trial waiver, which remains in effect. This class action waiver is an essential part of these Terms and cannot be severed from the arbitration agreement.

15.2.5 Arbitrator Authority

The arbitrator’s authority is limited to resolving Disputes arising under these Terms, excluding issues governed by a separate agreement between you and a Partner. The arbitrator may award relief consistent with these Terms and applicable law, limited to you and your dealings with Wooli or the Partner.

15.2.6 Jury Trial Waiver

If arbitration is unenforceable or you opt out of this arbitration agreement by written notice to Wooli within 30 days of accepting these Terms, you, Wooli, and Partners expressly waive the right to a jury trial for Disputes. Such Disputes will be decided by a judge in federal or state courts in Lee County, Florida, subject to applicable law.

15.3 Survival

Sections 6 (Ownership), 7 (User Content and Customer Data), 10 (Indemnification), 13 (Limitation on Liability), 14 (Term and Termination), and 15 (General) survive termination of these Terms or your Subscription.

15.4 Export

You must comply with all applicable U.S. export control laws, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, and any applicable foreign export or import regulations when uploading, sharing, or processing data through the Subscription Service. This includes ensuring that no User Content (as defined in Section 7.1) or technical data is exported, re-exported, or transferred, directly or indirectly, in violation of such laws. You represent and warrant that you and your Users are not subject to U.S. trade sanctions (e.g., those administered by the Office of Foreign Assets Control (OFAC)) or located in jurisdictions where access to the Subscription Service is prohibited. You must notify Wooli at terms@wooli.com of any suspected violations of export control laws involving your use of the Subscription Service. Wooli is not liable for any violations of export control laws by you, as provided in Section 13 (Limitation on Liability).

15.5 Electronic Communications

You consent to receive communications from Wooli (e.g., notices, updates, billing statements) electronically via email or in-app notifications, which satisfy any legal requirement for written communication. You must provide and maintain a valid email address through the Account Management Page to receive such communications. You may contact Wooli directly at terms@wooli.com for critical issues (e.g., disputes, termination). Wooli’s dispatch of electronic notices constitutes effective notice, even if your email address is invalid, provided Wooli uses the last known address associated with your Account. You agree that electronic communications, including clicking to agree to documents or terms within the Subscription Service, are legally binding as written signatures. This consent does not affect your non-waivable rights under applicable law.

15.6 U.S. Government Users

The Subscription Service constitutes “Commercial Computer Software” and “Commercial Computer Software Documentation” under Federal Acquisition Regulations (FAR) Section 12.212 and Defense FAR Supplement (DFARS) Sections 227.7202-1 through 227.7202-4. U.S. Government users, including agencies, are subject to these Terms, with use, duplication, modification, distribution, or disclosure of the Subscription Service governed by FAR and DFARS. If the Subscription Service is deemed non-commercial under FAR, or if these Terms are otherwise inapplicable, it is provided with “Restricted Rights” as defined in FAR 52.227-14(a) and 52.227-14(g)(4) (Alt III) or DFARS 252.227-7014(a)(15) and 252.227-7014(b)(3). U.S. Government users may use, duplicate, or disclose technical data accessed or developed under these Terms solely for the acquiring agency’s internal purposes, per FAR 12.211 and DFARS 252.227-7015(b).

15.7 Third-Party Beneficiary

No third-party rights are created under these Terms, except for Wooli’s affiliates, suppliers, and licensors, who are intended third-party beneficiaries for Sections 12 (Disclaimers) and 13 (Limitation on Liability).

15.8 Entire Terms

These Terms, together with the Privacy Policy, Data Processing Agreement (DPA), Acceptable Use Policy (AUP), your Order Form, and the Appendices, constitute the entire agreement between you and Wooli, Inc. regarding the use of the Subscription Service. Wooli’s failure to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. Section titles in these Terms are for convenience only and have no legal or contractual effect. The terms “include,” “includes,” and “including” mean “without limitation.” The term “or” is inclusive, meaning “and/or.” The term “will” has the same meaning as “shall.” References to any agreement, instrument, or document (including these Terms) include their amendments, supplements, or successors, subject to any restrictions set forth herein. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision is modified to be enforceable to the maximum extent permitted by law. You are an independent contractor, and neither you nor Wooli is an agent or partner of the other. You acknowledge that Wooli owes no enhanced or special duties (e.g., fiduciary duties) to you. You may not assign, subcontract, delegate, or transfer these Terms or your rights and obligations herein without Wooli’s prior written consent; any such attempt is null and void. Wooli may freely assign these Terms without your consent. These Terms are binding upon assignees. Clicking designated spaces in the Subscription Service (e.g., to accept terms or submit data) constitutes a legally binding signature in writing, and you waive any right to contest the validity of such electronic actions.

15.9 Force Majeure

Wooli, its affiliates, and Partners are not liable for any delay or failure in performance due to events beyond their reasonable control, including acts of God, war, warlike conditions, blockades, embargoes, riots, government actions, labor disturbances, supply chain disruptions, epidemics, pandemics, quarantines, fires, floods, earthquakes, explosions, or other unforeseen circumstances. This exclusion does not apply to data loss caused by Wooli’s negligence or willful misconduct. You must notify Wooli at terms@wooli.com of any force majeure event affecting your performance under these Terms.

15.10 Compliance with Laws

You must comply with all applicable laws, regulations, and rules when using the Subscription Service, including but not limited to data protection laws, export control laws (e.g., U.S. Export Administration Regulations), and intellectual property laws. You are responsible for ensuring that your User Content (as defined in Section 7.1) and actions, including data uploads and sharing in features, comply with these laws, as detailed in Sections 7 (User Content and Customer Data) and 9 (Acceptable Use Policy). Wooli is not liable for your failure to comply with these laws, as provided in Section 13 (Limitation on Liability).

15.11 Governing Law and Jurisdiction-Specific Terms

These Terms, including your use of the Subscription Service, are governed by the laws of the State of Florida, USA, without regard to conflict of law principles, except where preempted by federal law or as modified by jurisdiction-specific terms in Appendix B (Jurisdiction-Specific Terms). Disputes not subject to arbitration under Section 15.2 are resolved exclusively in the federal or state courts located in Lee County, Florida, unless otherwise specified in Appendix B. You consent to the personal jurisdiction and venue of these courts. Any cause of action or claim arising out of or relating to these Terms, the Privacy Policy, or the Subscription Service must be commenced within one (1) year after the cause of action accrues, or it is permanently barred.

15.12 Copyright/Trademark Information

Copyright © 2026 Wooli, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed in the Subscription Service, including in co-branded areas with Partners, are the property of Wooli, Inc. or third parties. You are prohibited from using these Marks without the prior written consent of Wooli or the respective third-party owner, as detailed in Section 6 (Ownership). Additional trademark information, including guidelines for use, is available at the Trademark Guidelines. Unauthorized use of Marks may result in enforcement actions, including account suspension under Section 14.3.

15.13 Contact Information

For inquiries, notices, or escalations related to these Terms or the Subscription Service, contact Wooli at legal@wooli.com or by mail at Wooli, Inc., Attention: Legal Department, PO Box 39, Estero, FL 33929. You are responsible for maintaining accurate contact information through the Account Management Page to receive notices from Wooli. Links to the Wooli pages and policies referenced in these Terms, and Wooli’s contact addresses, are listed in Section 19 (Reference Links).

16 Appendix A: Data Processing Agreement

Where Wooli Processes Personal Data on your behalf in providing the Subscription Service, that Processing is governed by Wooli’s Data Processing Agreement (DPA), a separate document incorporated into these Terms by reference (the link is listed in Section 19 (Reference Links)). The DPA describes the parties’ respective roles, Wooli’s processing and security obligations, the use of subprocessors, and the handling of Personal Data upon termination. To the extent the DPA conflicts with these Terms regarding the Processing of Personal Data, the DPA controls.

17 Appendix B: Jurisdiction-Specific Terms

This Appendix B outlines terms applicable to the Wooli Subscription Service in the United States, where the Services are currently offered. Wooli may add jurisdiction-specific terms as the Services become available in additional regions.

17.1 United States

To the extent the California Consumer Privacy Act (CCPA) or other U.S. state privacy laws apply to your use of the Services, you are responsible for providing any required notices and obtaining any required consents for Processing Personal Data. Where Wooli Processes Personal Data on your behalf, it does so only as instructed by you, consistent with Section 7.5 and Appendix A. You may submit privacy requests (e.g., access or deletion) via the Account Management Page.

18 Appendix C: Wooli Safety Subscription Terms

This Appendix C applies where your Subscription includes content, tools, processes, or data provided by Wooli Safety, Inc. (“Wooli Safety”), an organization affiliated with Wooli, Inc. It supplements the general Terms, which continue to apply in full. If this Appendix C conflicts with the general Terms with respect to the Safety Content (defined below), this Appendix C controls for that Safety Content. Wooli is the merchant of record and bills for these Subscriptions, as set out in Section 4.

18.1 Safety Content

Wooli Safety makes available safety-related resources through the Subscription Service, which may include safety guides, templates, checklists, training and webinar materials, references to laws or standards, and safety data tools and reports (collectively, “Safety Content”). The specific Safety Content available to you is described in your Order Form.

18.2 Informational Tool — Not Professional Advice

The Safety Content is provided as a general informational tool to support your own safety program. It does not constitute, and is not a substitute for, legal, regulatory, safety, medical, engineering, or other professional advice, and no professional or advisory relationship is created by your use of it. Any references to laws, regulations, or standards (e.g., OSHA requirements) are provided for general information only and may not be current, complete, or applicable to your specific operations, industry, or jurisdiction. You must have the Safety Content, and any processes or decisions based on it, independently reviewed and validated by your own qualified safety professionals and legal counsel before relying on or implementing it.

18.3 Your Responsibility for Compliance

You remain solely responsible for your compliance with all applicable safety, health, and other laws, regulations, and standards (e.g., OSHA), and for the safety of your workplace, personnel, and operations. You are responsible for selecting, adapting, implementing, and monitoring any safety processes appropriate to your circumstances. Neither Wooli nor Wooli Safety is responsible for your safety outcomes or for any reliance on the Safety Content.

18.4 Safety Data

Any data you upload, generate, or process using the Safety Content (e.g., incident, inspection, or personnel data) is your User Content and is governed by Section 7 (User Content and Customer Data) and the DPA. You are responsible for the accuracy and lawfulness of such data and for obtaining any consents required for its upload or processing, as described in Section 7.4.

18.5 Disclaimers and Limitation of Liability

The Safety Content is provided “as is” and “as available,” without warranties of any kind, including as to accuracy, currency, completeness, fitness for a particular purpose, or compliance with any law or standard. The disclaimers in Section 12 and the limitations of liability in Section 13 apply to the Safety Content and to your use of it. To the maximum extent permitted by applicable law, neither Wooli nor Wooli Safety is liable for any loss, injury, penalty, or damage arising from your use of, or reliance on, the Safety Content.

19 Reference Links

The websites, pages, policies, and contact addresses referenced in these Terms are listed below. Where these Terms refer to a Wooli website, page, policy, or contact by name (for example, the Wooli Website, the Privacy Policy, the Acceptable Use Policy, the Data Processing Agreement, or the Account Management Page), that reference means the corresponding resource identified in this section. Wooli may update the links below from time to time without altering the substance of these Terms.

Resource Link
Wooli Website www.wooli.com
Explore (Free Resources) explore.wooli.com
Subscription Service (App) apps.wooli.com
Account Management Page apps.wooli.com
Acceptable Use Policy (AUP) www.wooli.com/legal/aup
Privacy Policy www.wooli.com/legal/privacy
Data Processing Agreement (DPA) www.wooli.com/legal/dpa
Trademark Guidelines www.wooli.com/legal/trademark
Update Notifications apps.wooli.com
Legal Contact legal@wooli.com
Terms Contact terms@wooli.com
Support Contact support@wooli.com