Terms of Service

NOTICE: THESE TERMS REQUIRE YOU TO RESOLVE DISPUTES WITH WOOLI, AND WITH ANY SUBSCRIPTION PARTNER WHOSE CONTENT YOU USE, THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND THEY WAIVE YOUR RIGHT TO BRING OR JOIN A CLASS ACTION AND YOUR RIGHT TO A JURY TRIAL. SEE SECTION 15.2, WHICH ALSO EXPLAINS HOW TO OPT OUT OF ARBITRATION WITHIN 30 DAYS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CREATE AN ACCOUNT OR USE THE SUBSCRIPTION SERVICE.

These Terms of Service (“Terms”) are an agreement between Wooli, Inc., a Delaware corporation (“Wooli,” “we,” “us,” or “our”), and you. If you accept these Terms on behalf of an Organization, “you” means both you and that Organization, and you confirm that you have authority to bind it.

The Subscription Service 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). Wooli sells and bills all Subscriptions, which may include content or features provided by affiliated organizations, such as Wooli Safety, Inc.

Wooli provides the software. Wooli is your counterparty for the Wooli Sites, including the Subscription Service. If your Subscription includes Partner Content from a Subscription Partner, that Subscription Partner, not Wooli, is your counterparty for that content under its Partner Terms, which are an appendix to these Terms (Appendix C for Wooli Safety, Inc.). External Partners that you link to your Account are independent organizations, and your relationship with them is between you and them.

Table of Contents

1 Definitions

In these Terms, the following capitalized terms have the meanings below. The singular includes the plural and vice versa.

1.1 Account

“Account” means an individual’s sign-in to the Wooli Sites, which you manage through the Account Management Page. Anyone may create a free Account with an email address. You sign in with a one-time passcode emailed to you, a password, or single sign-on, depending on your preference and the settings of any Workspace you belong to. An Account gives access to Explore, and to the Subscription Service only through a Workspace with an active Subscription.

1.2 Beta Offering

“Beta Offering” has the meaning given in Section 3.5.

1.3 Confidential Information

“Confidential Information” means non-public information that one party discloses to the other through or in connection with the Subscription Service, including User Content, Personal Information, business plans, and technical information.

1.4 Data Processing Agreement (DPA)

“Data Processing Agreement” or “DPA” means Wooli’s Data Processing Agreement, which governs how Wooli processes Personal Information in User Content on your behalf as a service provider (processor). See Section 16 (Appendix A).

1.5 External Partner

“External Partner” means an independent organization, such as an accreditation body, auditor, or consultant, that has its own Account, may be set up by Wooli as a partner, and provides Partner Content to customers that choose to link it to their Workspaces. Wooli does not manage External Partners, their Partner Content, or their relationships with customers.

1.6 Features

“Features” means the tools within the Subscription Service for task assignment, file sharing, team coordination, and related collaborative work. Your Subscription determines which Features you can use. Features that use third-party artificial-intelligence providers to process the inputs you submit are “AI Features.”

1.7 Feedback

“Feedback” means suggestions, enhancement requests, and other feedback about the Wooli Sites that you or your Users give Wooli.

1.8 Guest

“Guest” means a User whom a Workspace gives limited access to specific items in it, such as documents to sign or tasks to complete. Guest access applies only in that Workspace; the same person may have full access in other Workspaces.

1.9 Marks

“Marks” means the trademarks, logos, and service marks shown on the Wooli Sites, whether owned by Wooli or by others.

1.10 Order Form

“Order Form” means the order you place with Wooli through its online order and payment process, which sets out your Subscription plan, term, fees, and usage limits.

1.11 Organization

“Organization” means the company or other entity you represent when you accept these Terms.

1.12 Output

“Output” means data, reports, documents, or other content that the Subscription Service generates from your User Content, including content generated by AI Features.

1.13 Partner

“Partner” means a Subscription Partner or an External Partner. Each Partner is responsible for its Partner Content.

1.14 Partner Content

“Partner Content” means any content, data, tools, or other materials that a Partner provides through the Subscription Service, whatever its subject.

1.15 Partner Terms

“Partner Terms” means the terms between you and a Subscription Partner that govern its Partner Content, set out as an appendix to these Terms, such as Appendix C for Wooli Safety, Inc.

1.16 Personal Information

“Personal Information” means information that identifies, relates to, or could reasonably be linked to an identified or identifiable individual, as defined under applicable data protection laws. Wooli processes Personal Information in User Content as a service provider (processor) under the DPA. Wooli handles other Personal Information, such as Account and billing details, as described in the Privacy Policy.

1.17 Privacy Policy

“Privacy Policy” means Wooli’s Privacy Policy, which describes how Wooli collects, uses, and shares Personal Information.

1.18 Subscription

“Subscription” means a paid subscription for a Workspace, purchased from and billed by Wooli, as described in your Order Form. A Subscription may include Partner Content from Subscription Partners.

1.19 Subscription Partner

“Subscription Partner” means a company that operates under the Wooli brand, such as Wooli Safety, Inc. (an affiliate of Wooli), whose Partner Content is included in Subscriptions that Wooli sells, bills, and manages. Each Subscription Partner is a party only to its own Partner Terms.

1.20 Subscription Service

“Subscription Service” means the Wooli web application described in clause (c) of the definition of Wooli Sites, including all Features, that you access through a Workspace with an active Subscription. It does not include third-party products or services.

1.21 System Data

“System Data” means anonymized, aggregated data that Wooli generates from or about the use of the Subscription Service, such as metrics, metadata, analytics, and usage statistics, and that cannot reasonably be linked to any individual, User, or Organization. System Data does not include audit, security, or activity logs that identify, or are reasonably attributable to, a specific user; Wooli treats those logs as Personal Information and handles them under the Privacy Policy.

1.22 User Content

“User Content” means all information, data, documents, and other content that you or your Users upload, submit, store, or process through the Subscription Service, including personal information, information about third parties, content in Features, and inputs to AI Features.

1.23 Users

“Users” means the individuals you add to your Workspace, such as your employees, contractors, and team members, including Guests with limited access.

1.24 Wooli Parties

“Wooli Parties” means Wooli, Inc., its affiliates other than Partners, and their officers, directors, employees, suppliers, licensors, agents, successors, and assigns.

1.25 Wooli Sites

“Wooli Sites” means: (a) the public marketing website at www.wooli.com (the “Wooli Website”); (b) Explore, the free resource site at explore.wooli.com (Section 3.6); and (c) the Subscription Service at apps.wooli.com. These Terms govern all the Wooli Sites, but: (i) Section 4 (Fees and Billing) and the provisions on Subscriptions, Order Forms, and the DPA apply only to the Subscription Service; (ii) Section 3.6 sets out the provisions specific to Explore; and (iii) these Terms apply to the Wooli Website only as far as they are relevant to browsing an informational website.

1.26 Workspace

“Workspace” means a space in the Subscription Service that you or your Organization create to hold User Content, and to which you add Users. A Workspace gives access to the Subscription Service only while it has an active Subscription.

2 Acceptance and Related Documents

You accept these Terms when you create an Account, use the Subscription Service, or click to accept them. Browsing the Wooli Website or Explore without signing in does not create a Subscription or bind you to the arbitration and class-action-waiver provisions in Section 15.2.

The following documents are part of these Terms: the Privacy Policy, including the Cookie Policy in Section 11 of the Privacy Policy; and, if you have a Subscription, the DPA and your Order Form. Wooli’s Acceptable Use Policy is Section 9 of these Terms. If your Subscription includes Partner Content from a Subscription Partner, you also accept that Subscription Partner’s Partner Terms, which are an agreement between you and that Subscription Partner. Wooli may post additional terms for particular Features before you use them, and those terms are also part of these Terms.

If these documents conflict: (a) the DPA controls on the processing of Personal Information in User Content; (b) the Cookie Policy in the Privacy Policy controls on cookies and similar technologies; (c) your Order Form controls on your plan, term, fees, and usage limits; (d) a Subscription Partner’s Partner Terms control on its Partner Content; and (e) otherwise, these Terms control.

You confirm that your use of the Wooli Sites will comply with applicable laws, including data protection laws. For questions about these Terms, contact the Terms Contact described in Section 15.12.

3 Accounts and Use of the Wooli Sites

3.1 Account Creation

Anyone who is at least 18 years old and able to enter into a binding contract may create a free Account by giving an email address. A customer may also add you to its Workspace as a User, which creates an Account for you if you do not have one. You must give accurate information and keep it current. You may not choose a username that impersonates someone else, infringes anyone’s rights, or is obscene or offensive, and Wooli may refuse or cancel any username or registration at its discretion. If you create an Account yourself, Wooli adds your email address to its marketing list, as described in the Privacy Policy; if a customer adds you to its Workspace, you receive marketing emails only if you opt in. You can unsubscribe at any time without closing your Account. You may delete your Account through the Account Management Page, subject to Section 14.

3.2 Account Responsibilities

You are responsible for keeping your sign-in credentials confidential and for all activity under your Account. If you control a Workspace, you are also responsible for your Users’ activity in it. You must: (a) not share your sign-in credentials; (b) not allow unauthorized access to your Account or Workspace; and (c) promptly report any unauthorized use of your Account or Workspace, or any suspected security breach, to the Privacy Contact. If you sign in with one-time passcodes, anyone who can read your email can sign in, so keep your email account secure. Wooli is not liable for loss caused by your failure to meet these requirements.

3.3 Workspaces, Users, and Guests

Any Account holder may create a Workspace at no charge. A Workspace gives access to the Subscription Service only while it has an active Subscription; until then it is inactive. You may add Users to your Workspace, up to any limit in your Order Form, and you may require them to sign in through single sign-on. You are responsible for: (a) your Users’ compliance with these Terms and the AUP; (b) obtaining any consents required before Personal Information is shared among Users; and (c) any misuse of the Subscription Service by your Users.

You may add a User as a Guest, with access limited to specific items in your Workspace, such as documents to sign or tasks to complete. Guests can sign in with one-time passcodes emailed to them, must accept these Terms, and see only the items shared with them and any documents they have signed in your Workspace. Guest access to your Workspace does not limit what that person can do in other Workspaces they belong to. Adding someone as a Guest does not add them to Wooli’s marketing list. You are responsible for what you share with Guests and for removing their access when it is no longer needed, and anything a Guest submits in your Workspace becomes part of your User Content.

If you are a Guest in a Workspace: (a) you may use your guest access only for the items shared with you; (b) you must have the right to submit anything you provide; and (c) your relationship with that Workspace is between you and it.

3.4 Free Trials

Wooli may offer free trials. Trial access ends when the trial period ends. Wooli may delete User Content uploaded during a trial when the trial ends unless you purchase a Subscription. Wooli is not liable for the loss of User Content from trial use.

3.5 Beta Offerings

The Subscription Service is offered as a beta until Wooli announces, by email and through in-Service notifications, that it is generally available (the “Beta Period”). During or after the Beta Period, Wooli may also label individual Features “beta,” “preview,” or “early access.” The Subscription Service during the Beta Period, and each Feature labeled that way, is a “Beta Offering.”

Beta Offerings are still in development. When you use them, you accept that:

(a) they may contain errors, be unavailable, or perform below the level of a generally available product;

(b) Wooli may change, suspend, or discontinue any Beta Offering, or any part of one, at any time;

(c) User Content may be lost, corrupted, or made unavailable, including when Wooli migrates, restructures, or resets data, although Wooli will use reasonable efforts to notify you before a planned reset that will delete User Content so that you can export it; and

(d) you are responsible for keeping your own copies of User Content, and you should not rely on a Beta Offering as your only record of any document, signature, audit trail, or other information.

BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY. Section 13 (Limitation on Liability), including its exclusion of liability for lost data, applies to Beta Offerings.

This Section 3.5 does not reduce Wooli’s obligations to protect User Content and Personal Information under Section 7.7 (Security), Section 8 (Confidentiality), the Privacy Policy, and the DPA. Those obligations apply in full to Beta Offerings.

3.6 Explore (Free Resources)

Explore is Wooli’s free resource site, where you can read and download guides, webinars, and other resources about Wooli and related topics. Some Explore content is provided by Subscription Partners, such as Wooli Safety, and is Partner Content (see Section 11.2).

Anyone with an Account can use Explore and download its content; you do not need a Workspace or a Subscription. Section 4 (Fees and Billing) and the Subscription provisions of these Terms do not apply to your use of Explore.

Wooli, or the Partner that provides it, grants you a non-exclusive, non-transferable, revocable license to download and use Explore content for your own information and your Organization’s internal use. You may not sell, republish, or redistribute Explore content, or remove its copyright or other notices.

Explore content is general information only. It is not legal, regulatory, safety, financial, or other professional advice, and you should not rely on it as a substitute for advice from a qualified professional. Explore and its content are provided “as is” and “as available,” and Sections 12 (Disclaimers) and 13 (Limitation on Liability) apply to Explore.

4 Fees and Billing

Wooli is the merchant of record for all Subscriptions and manages billing and access for them. Where your Subscription includes Partner Content from a Subscription Partner, Wooli sells it as that Subscription Partner’s authorized reseller and remits the applicable amounts to it.

4.1 Taxes

Fees do not include sales, use, or similar taxes (“Taxes”) unless your Order Form or invoice says otherwise. You are responsible for all Taxes on your Subscription, except taxes based on Wooli’s net income. If you claim a tax exemption, you must give Wooli a valid exemption certificate.

4.2 Billing and Payment

You pay Wooli for your Subscription through Wooli’s online order and payment process, using a payment method that Wooli accepts. You authorize Wooli to charge your payment method for all fees when due, including renewal fees, unless your Order Form provides for payment by invoice, in which case payment is due within 30 days after the invoice date. You must keep a valid payment method on file. If a payment fails, Wooli will notify you, and you must fix the problem within 10 days; otherwise Wooli may suspend your access under Section 14.3. If you dispute a charge, notify Wooli Support within 15 days after the charge or invoice. Except as stated in Section 14.4 or your Order Form, fees are non-refundable.

4.3 Subscription Term and Renewal

Your Subscription term (for example, monthly or annual) is set out in your Order Form. Your Subscription renews automatically for successive terms of the same length unless you cancel before the renewal date through the Account Management Page or by contacting Wooli Support. If you cancel, your Subscription continues until the end of the current term and then ends. Wooli may change its fees for a renewal term by notifying you at least 30 days before the renewal date; the new fees apply from that renewal.

4.4 Overages and Upgrades

Your Subscription includes usage limits, such as storage or number of Users, set out in your Order Form. If you exceed them, Wooli may charge overage fees at the rates in your Order Form or, if none are stated, at Wooli’s then-current rates, billed in your next billing cycle. Wooli will try to notify you as you approach a limit, but you are responsible for monitoring your usage. You may upgrade your Subscription at any time through the online order and payment process.

5 Access to the Subscription Service

5.1 Subscription Access

While you have an active Subscription, pay your fees on time, and comply with these Terms, Wooli grants you a non-exclusive, non-transferable right to access and use the Subscription Service for your Organization’s internal business purposes, within the limits of your Order Form. Wooli grants no other rights in the Subscription Service.

5.2 Restrictions

You must not, and must not allow anyone else to: (a) sell, resell, license, rent, lease, or otherwise commercially exploit the Subscription Service, or use it for timesharing or as a service bureau; (b) copy, modify, or create derivative works of the Subscription Service, or disassemble, decompile, or reverse engineer it, except as applicable law expressly permits; (c) use the Subscription Service to build a similar or competing product; (d) give access to anyone who is not an authorized User; or (e) remove any copyright or proprietary notice. You must also comply with the AUP. If you access the Wooli Sites from outside the United States, you are responsible for complying with local law.

5.3 Modification

Wooli may change the Subscription Service, including its Features, at any time. Wooli will not materially reduce the core functionality of the Subscription Service during your current Subscription term. If it does, you may terminate your Subscription by notifying Wooli Support within 30 days after the change, and Wooli will refund the prepaid fees for the unused part of the term. That refund is your only remedy for the change. This Section 5.3 does not apply to free trials or Beta Offerings. Wooli may also restrict access for particular users or locations where needed to comply with law, including U.S. sanctions.

5.4 Support and Maintenance

Wooli provides support for the Subscription Service under its standard support policies, through Wooli Support or in-app support tools. Wooli will use commercially reasonable efforts to give advance notice of scheduled maintenance and to minimize disruption. Support does not cover third-party products or services.

6 Ownership

6.1 Intellectual Property Ownership

Wooli and its licensors own the Wooli Sites, including the Subscription Service and its software, Features, designs, templates, documentation, and Marks, and all intellectual property rights in them. These Terms do not transfer any of those rights to you, other than the limited right in Section 5.1. Wooli reserves all rights not expressly granted, and there are no implied licenses. You may not use any Mark without the written consent of Wooli or the Mark’s owner. User Content is addressed in Section 7.

6.2 Feedback

You are not required to give Feedback. If you do, you grant Wooli a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and assignable license to use, copy, modify, distribute, and incorporate the Feedback to improve the Wooli Sites and Wooli’s related services, in a way that does not identify you or your Organization. You waive any moral rights in Feedback. Feedback is not confidential, so do not include confidential information in it. You give Feedback “as is,” without warranty.

7 User Content

7.1 Ownership and Responsibility

You keep all ownership rights in your User Content. You are solely responsible for your User Content, including its accuracy, legality, and appropriateness, and for any risk from its use or disclosure by you, your Users, or others you share it with. You must not suggest that Wooli provides, sponsors, or endorses your User Content. Wooli does not back up User Content on your behalf, so keep your own copies.

7.2 License

You grant Wooli a non-exclusive, worldwide, royalty-free, fully paid license to host, store, copy, process, transmit, and display your User Content, to modify it for formatting and technical purposes, and to sublicense these rights to its subprocessors, only to provide the Subscription Service to you, to perform its obligations under these Terms, and to comply with law. Wooli will not use your User Content for marketing or promotion without your written consent. You also grant Wooli a perpetual, irrevocable, royalty-free license to create System Data from your User Content and to use System Data to develop and improve the Subscription Service, as long as the System Data does not identify you, your Organization, or any individual.

7.3 Output

As between you and Wooli, Wooli assigns to you any rights it has in Output, except that Wooli keeps all rights in the formats, layouts, designs, and templates of the Subscription Service. Output is treated as User Content under these Terms. Output, especially from AI Features, may be inaccurate or incomplete, so you must review it before relying on it. Output you share with other Users is subject to their rights under these Terms, and you must resolve any dispute with other Users about shared Output directly with them (Section 11.4).

7.4 Your Rights and Consents

You represent and warrant that you have all rights, licenses, and consents needed to upload and process your User Content through the Subscription Service, including Personal Information and information about third parties, and that your User Content complies with applicable law and the AUP. Wooli is not required to verify your User Content and may rely on it as you provide it.

7.5 Data Processing and AI Features

Wooli processes Personal Information in User Content as a service provider (processor) under the DPA, and only as needed to provide the Subscription Service, perform these Terms, and comply with law. You are responsible for giving any notices and obtaining any consents that applicable data protection laws require for that processing.

AI Features send the inputs and User Content you submit to them to third-party AI providers named in the Subprocessor List, which process them to return results to you. Wooli does not permit those providers to use your User Content to train their models. You are responsible for what you submit to AI Features and for your use of their Output.

7.6 Access to User Content

Wooli’s systems process User Content automatically to provide the Subscription Service. Wooli personnel and Subscription Partners view or access your User Content only: (a) with your permission, such as when you share User Content with them, invite them into your Workspace, or ask Wooli Support for help that requires access; or (b) through Wooli’s controlled access process, which requires documented approval, limits access to what the purpose requires, and applies only to investigating security incidents, abuse, or violations of these Terms, or to complying with law. Guests see only the items you share with them. External Partners see only the User Content you choose to share with them by linking them to your Workspace (Section 11.3).

7.7 Security

Wooli maintains industry-standard technical and organizational measures designed to protect User Content against unauthorized access, disclosure, and loss, as described in the DPA. You are responsible for your Users’ secure practices, such as strong passwords and multi-factor authentication where available. You must report any suspected security breach involving your User Content to the Privacy Contact without undue delay.

7.8 Data Location

Wooli stores and processes User Content in the United States, except that error reports and session replays sent to Wooli’s error-monitoring subprocessor, which may include User Content, are processed in the European Union. The Subprocessor List names Wooli’s subprocessors and where they process data. If Wooli begins to transfer more User Content outside the United States, it will do so in accordance with applicable law and will update the Subprocessor List.

7.9 Electronic Signatures

Wooli’s electronic signature Features let a Workspace send documents to be reviewed and signed electronically. This Section 7.9 applies to everyone who sends, reviews, or signs documents through them.

7.9.1 How E-Signatures Work

A Workspace with an active Subscription can send a document for signature to its Users, including Guests. Before signing, each signer confirms control of their email address with a one-time passcode that Wooli emails to them, and then signs by drawing or typing their signature.

For each document, Wooli records an audit trail of the signing process, including signers’ names and email addresses, IP addresses, timestamps, and each step (such as sent, viewed, and signed). When everyone has signed, Wooli issues a completion certificate that includes a digital fingerprint of the signed document, designed to show whether the document has changed since it was signed, and emails the completed document and certificate to every signer. The audit trail and certificate record what happened in the Subscription Service. They do not guarantee who controlled an email address or that a document is enforceable.

7.9.2 Signing as a Guest

A Workspace can send a document for signature to a Guest (see Section 3.3). A Guest who signs a document keeps access to it through their Account, even after the Workspace removes their guest access, for as long as Wooli retains the document under Section 14.2. The emailed copy is theirs to keep. A Guest’s relationship with the sender, including the document itself, is between them and the sender; Wooli is not a party to it.

7.9.3 Consent to Electronic Records and Signatures

By signing a document electronically through the Subscription Service, you agree that:

  • (a) the document, any related notices, and your signature may be provided and kept in electronic form, and your electronic signature is as legally binding as a handwritten signature;
  • (b) your consent applies only to that document and its signing process;
  • (c) if you want to sign on paper or receive a paper copy, you must contact the sender, who decides whether to offer it; Wooli cannot provide paper copies or paper signing;
  • (d) you may withdraw your consent at any time before you sign by not signing and telling the sender, and withdrawing does not affect documents you have already signed;
  • (e) to receive and keep electronic records, you need a current web browser, access to the email address the document was sent to, and the ability to open and save PDF files; and
  • (f) you must keep your email address current with the sender, because Wooli sends the completed document and certificate to the email address the sender provided.

If you do not want to sign electronically, do not sign; contact the sender instead.

7.9.4 Sender Responsibilities

If your Workspace sends a document for signature, you are responsible for:

  • (a) the content, validity, and enforceability of the document, and for deciding whether an electronic signature, with the email-passcode verification described in Section 7.9.1, is appropriate for it;
  • (b) giving any disclosures and obtaining any consents that the law requires for your transaction, including those required before electronic records may be used with consumers;
  • (c) not using the electronic signature Features for documents that the law requires to be signed on paper, notarized, or witnessed, or that are excluded from electronic-signature laws, such as wills, codicils, and testamentary trusts; adoption, divorce, and other family-law documents; certain documents governed by the Uniform Commercial Code; court orders, notices, and filings; notices of utility shutoff, of default, foreclosure, or eviction relating to a primary residence, or of cancellation of health or life insurance; product recall notices; and documents that must accompany hazardous materials;
  • (d) offering paper alternatives to signers who ask for them, where the law or your own practices require it; and
  • (e) keeping signed documents, audit trails, and completion certificates for as long as the law or your business requires, including by downloading them before your Subscription ends (see Section 14.2).

7.9.5 Wooli’s Role

Wooli provides the software for electronic signatures. Wooli is not a party to any document signed through the Subscription Service, does not verify signers’ identities beyond confirming access to the email address used, and does not advise on whether a document or signature is valid or enforceable. Signed documents, audit trails, and completion certificates are User Content of the sending Workspace, and Wooli processes the Personal Information in them under the DPA. Sections 12 (Disclaimers) and 13 (Limitation on Liability) apply to the electronic signature Features.

8 Confidentiality

8.1 Obligations

Each party that receives Confidential Information from the other (the “recipient”) must: (a) use it only to provide or use the Subscription Service and to perform these Terms; (b) protect it with at least the care the recipient uses for its own confidential information, and no less than reasonable care; and (c) disclose it only to its employees, contractors, and subprocessors who need to know it and are bound by confidentiality obligations at least as protective as these. You are responsible for your Users’ compliance with this Section 8.

8.2 Exceptions

Confidential Information does not include information that: (a) is or becomes public through no fault of the recipient; (b) the recipient lawfully knew before receiving it, without a duty of confidentiality; (c) the recipient develops independently without using the Confidential Information; or (d) the recipient lawfully receives from a third party without a duty of confidentiality. These exceptions do not apply to Personal Information, which remains protected under the DPA and applicable data protection laws.

8.3 Required Disclosure

The recipient may disclose Confidential Information if required by law, court order, or a government authority, but only the minimum required, and only after giving the other party prompt written notice (unless the law prohibits notice) so that it can seek protection. Security incidents involving Personal Information in User Content are handled under the DPA.

9 Acceptable Use Policy

This Section 9 is Wooli’s Acceptable Use Policy (the “AUP”). It protects the security and integrity of the Wooli Sites, the people who use them, and third parties, and it applies to everyone who uses the Wooli Sites, including Explore, Users, Guests, and External Partners. Provisions that refer to a Subscription, an Order Form, or internal business use apply only if you have a Subscription.

You may use the Wooli Sites only for lawful purposes and, for the Subscription Service, for your Organization’s internal business purposes, in accordance with these Terms and Wooli’s documentation. You must make sure your Users know and follow the AUP, and you must obtain any consents required before sharing Personal Information in Features. Use the sharing and delegation tools in the Features instead of sharing login credentials.

9.1 Prohibited Content

You and your Users may not collect, upload, transmit, display, share, or distribute any User Content 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, including exposing them to inappropriate content, soliciting their Personal Information, or involving non-consensual explicit imagery or child sexual exploitation material.
  • (iv) Violates any law, regulation, or third-party obligation, including applicable data protection laws or industry-specific regulations, or involves processing Personal Information without the notices and consents that applicable law requires.
  • (v) Is Protected Health Information (“PHI”) as defined under the HIPAA Privacy Rule. The Wooli Sites are not designed to store or process PHI, and Wooli does not enter into Business Associate Agreements.
  • (vi) Is Nonpublic Personal Information, meaning personal financial information as defined under the Gramm-Leach-Bliley Act (GLBA), unless your Order Form expressly permits it.
  • (vii) Includes Sensitive Personal Information, meaning categories of Personal Information that require additional protection under applicable law (such as racial or ethnic origin, religious beliefs, genetic or biometric data, health data, or financial account information), without the consents and safeguards that applicable law requires.
  • (viii) Promotes illegal activities, such as drug trafficking, terrorism, human trafficking, or counterfeiting.
  • (ix) Uses AI Features to create deceptive, unlawfully discriminatory, or harmful content, such as content that impersonates a real person or fraudulent documents.

9.2 Prohibited Conduct

You and your Users may not:

  • (i) Upload, transmit, or distribute viruses, worms, trojan horses, spyware, or other malicious software.
  • (ii) Send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or other duplicative messages through the Wooli Sites.
  • (iii) Harvest, collect, or assemble Personal Information about other Users (e.g., email addresses) without their consent.
  • (iv) Interfere with, disrupt, or create an undue burden on the Wooli Sites or the servers and networks connected to them.
  • (v) Attempt unauthorized access to the Wooli Sites or connected systems through password mining, hacking, or other means.
  • (vi) Harass, bully, or interfere with other Users’ use of the Wooli Sites.
  • (vii) Use bots, scripts, or other automated tools to create multiple Accounts, generate automated searches, scrape data, or otherwise abuse the Wooli Sites.
  • (viii) Misuse Features, such as by sharing sensitive data without consent in shared tasks, files, or teams, impersonating others, or facilitating fraud.
  • (ix) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Wooli Sites.
  • (x) Use the Wooli Sites to compete with Wooli or to copy its features, functions, or graphics.
  • (xi) Avoid fees, such as by sharing Account credentials or repeatedly transferring Subscriptions.
  • (xii) Use the Wooli Sites for high-risk activities, meaning uses where a failure of the Wooli Sites could lead to death, injury, property damage, or environmental harm (e.g., medical diagnostics or critical infrastructure management).
  • (xiii) Violate sanctions or export control laws (e.g., the EAR or ITAR).
  • (xiv) Attempt to bypass the safety measures of AI Features or violate the usage policies of the AI providers listed in the Subprocessor List.
  • (xv) As an External Partner, access or use a customer’s User Content beyond what that customer allows through the link, or for any purpose other than providing your services to that customer.
  • (xvi) Sign a document on someone else’s behalf without their authority, or forge or alter a signature.
  • (xvii) Tamper with or falsify a signed document, a signing audit trail, or a completion certificate.
  • (xviii) Use the electronic signature Features to impersonate anyone or to mislead or defraud signers.
  • (xix) As a Guest, try to access items beyond those shared with you.
  • (xx) Use third-party tools or integrations to bypass the AUP, these Terms, or the security measures of the Wooli Sites.
  • (xxi) Share User Content with third-party platforms without verifying that doing so complies with applicable law.
  • (xxii) Introduce vulnerabilities or malicious code through integrations.

9.3 Security and Compliance

You and your Users must:

  • keep your Accounts secure, including by using strong passwords and enabling multi-factor authentication where available;
  • not share login credentials or allow unauthorized access;
  • comply with applicable data protection laws when handling User Content, including obtaining required consents before sharing Personal Information in Features, and delete Sensitive Personal Information when you no longer need it;
  • report any security incident, breach, or suspected violation to the Privacy Contact without undue delay; and
  • cooperate with Wooli’s investigations, including by providing requested information promptly.

You must also use the Wooli Sites in compliance with all applicable laws, including privacy laws (e.g., U.S. state privacy laws and COPPA for children’s data), health data laws (e.g., HIPAA), financial data laws and standards (e.g., GLBA and PCI DSS), intellectual property laws, anti-spam laws (e.g., the CAN-SPAM Act), and export control laws (e.g., the EAR and ITAR).

Wooli may use automated tools to detect abuse and security threats, but it does not routinely review User Content.

9.4 Enforcement and Appeals

Wooli may, but is not required to, monitor, review, refuse, or remove User Content and investigate suspected violations of the AUP. If Wooli reasonably determines that you or your Users have violated the AUP, these Terms, or applicable law, or have exposed Wooli or others to liability, Wooli may:

  • remove, disable, or quarantine the offending User Content, including to protect sensitive information;
  • suspend or terminate your Account, your Workspace, or access to the Wooli Sites under Section 14;
  • report violations to law enforcement or regulatory authorities; or
  • pursue any other remedy available under these Terms or law.

You may appeal a suspension or termination within 30 days by contacting the Privacy Contact with evidence supporting your appeal. Section 13 limits Wooli’s liability for enforcement actions.

9.5 Reporting Violations

If you become aware of a violation of the AUP, report it promptly to the Privacy Contact or through the Wooli Reporting Form, with details such as the nature of the violation, the Users involved, and supporting evidence. Wooli reviews reports promptly and may report violations to authorities as the law requires. You may report anonymously through the Wooli Reporting Form.

10 Indemnification

10.1 Your Indemnification

You will defend, indemnify, and hold harmless the Wooli Parties from and against any third-party claim, and the resulting losses, damages, liabilities, costs, and reasonable attorneys’ fees, arising from: (a) your or your Users’ breach of these Terms, including the AUP; (b) your or your Users’ violation of applicable law, including data protection laws; (c) your User Content, including any claim that it infringes or violates a third party’s intellectual property, privacy, or other rights; or (d) your use of third-party services you connect to the Subscription Service.

10.2 Our Indemnification

Wooli will defend you and your Organization’s officers, directors, and employees against any third-party claim alleging that the Subscription Service, as provided by Wooli, infringes that third party’s copyright, patent, or trademark or misappropriates its trade secret, and will pay the resulting damages and costs finally awarded or agreed in a settlement Wooli approves. This obligation does not apply to claims arising from: (a) your User Content or Output; (b) modifications not made by Wooli; (c) combination with products or services Wooli did not provide; (d) Partner Content; or (e) your breach of these Terms. If the Subscription Service is or may be found to infringe, Wooli may: (i) obtain the right for you to keep using it; (ii) modify it to avoid infringement; or (iii) terminate your Subscription and refund the prepaid fees for the unused part of the term. This Section 10.2 states Wooli’s entire liability for infringement claims.

10.3 Indemnification Procedure

A party seeking defense under this Section 10 must: (a) notify the other party promptly after learning of the claim, although a delay excuses the indemnifying party only to the extent the delay prejudices it; (b) give the indemnifying party sole control of the defense and settlement, except that any settlement that imposes obligations on, or admits fault by, the indemnified party requires that party’s written consent, which it will not unreasonably withhold; and (c) cooperate reasonably, at the indemnifying party’s expense. Send notices of claims to Wooli at the Terms Contact; Wooli will send notices to you at the email associated with your Account.

11 Third-Party Links; Partner Content; Other Users

11.1 Third-Party Links

The Wooli Sites may link to third-party websites and services (“Third-Party Links”). Wooli does not control or endorse Third-Party Links and is not responsible for their content, functionality, or privacy practices. Your use of Third-Party Links is at your own risk and subject to their terms.

11.2 Partner Content

Partner Content is provided by the Partner, not by Wooli. The Partner owns its Partner Content and is solely responsible for it, including its accuracy, completeness, legality, and suitability for your purposes. Wooli hosts and delivers Partner Content as a software provider and sells Subscriptions that include Subscription Partners’ Partner Content, but Wooli does not create, review, or endorse Partner Content and has no liability for it. You must bring any claim about a Subscription Partner’s Partner Content against that Subscription Partner under its Partner Terms, and any claim about an External Partner’s Partner Content against that External Partner. Partner Content may display the Partner’s branding.

11.3 External Partners

External Partners are independent organizations, such as accreditation bodies, auditors, and consultants, that use the Subscription Service to provide content to their own customers. Wooli does not select, vet, manage, supervise, or endorse External Partners, and neither Wooli nor any Subscription Partner is responsible for an External Partner’s Partner Content, advice, services, or conduct. If you link an External Partner to your Workspace, you decide what it can see, and you may unlink it at any time. Your relationship with an External Partner, including any fees, services, confidentiality, or use of your data, is governed by your own arrangements with it, not by these Terms, and Wooli is not required to become involved in disputes between you and an External Partner.

If you use the Subscription Service as an External Partner: (a) these Terms and the AUP apply to your Account; (b) Wooli may require you to accept additional partner terms before you provide content to customers; (c) you are solely responsible for your Partner Content and for your dealings with customers; (d) you may access a customer’s User Content only as that customer allows through the link, and only to provide your services to that customer; and (e) you must comply with applicable law, including data protection laws, when handling that User Content.

11.4 Other Users

Each user is responsible for their own User Content. Wooli does not control and is not responsible for User Content shared by other users. Your dealings with other users, including sharing data in Features, are at your own risk, and Wooli is not required to become involved in disputes between users. Report User Content that violates these Terms or the AUP to the Privacy Contact.

11.5 Release

To the extent permitted by law, you release the Wooli Parties from all claims of every kind, known and unknown, including claims for personal injury, death, or property damage, arising from: (a) your disputes with other users, including about data shared in Features; (b) your use of Third-Party Links; (c) Partner Content; or (d) your dealings with External Partners. This release does not apply to claims arising from a Wooli Party’s gross negligence, willful misconduct, or fraud, and it does not release any Partner. 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 law of any other jurisdiction.

12 Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WOOLI SITES, INCLUDING THE SUBSCRIPTION SERVICE, ITS FEATURES, AND ALL OUTPUT, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. THE WOOLI PARTIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WOOLI DOES NOT WARRANT THAT THE WOOLI SITES OR ANY OUTPUT WILL MEET YOUR REQUIREMENTS, WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR WILL BE ACCURATE, COMPLETE, OR RELIABLE.

You acknowledge that: (a) using the Wooli Sites does not relieve you of your legal, regulatory, or professional obligations; (b) Wooli does not provide legal, accounting, tax, safety, or other professional advice, and no fiduciary or special relationship exists between you and Wooli; (c) you are responsible for reviewing Output for accuracy and for obtaining professional advice where you need it; and (d) Wooli provides software, and content that others provide through the Wooli Sites, including User Content and Partner Content, is the responsibility of whoever provides it, as described in Sections 11.2 through 11.4.

If applicable law requires a warranty despite this Section 12, that warranty is limited to 90 days from your first use of the Subscription Service. Some jurisdictions do not allow these exclusions or limits, so some of them may not apply to you.

13 Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) NO WOOLI PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THESE TERMS OR THE WOOLI SITES, WHATEVER THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; AND

(b) THE WOOLI PARTIES’ TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE WOOLI SITES WILL NOT EXCEED THE GREATER OF: (i) THE AMOUNTS YOU PAID WOOLI FOR THE SUBSCRIPTION SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM; AND (ii) $100. MULTIPLE CLAIMS DO NOT ENLARGE THIS LIMIT.

This Section 13 does not limit: (1) Wooli’s obligations under Section 10.2 (Our Indemnification); (2) liability for a Wooli Party’s gross negligence, willful misconduct, or fraud; or (3) any liability that cannot be limited under applicable law.

These limits are an essential basis of the bargain between you and Wooli, and they apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow these exclusions or limits, so some of them may not apply to you.

14 Term, Termination, and Suspension

14.1 Term and Termination

These Terms apply from when you accept them until your Account is deleted or terminated. Section 4.3 governs your Subscription term and renewal. Either party may terminate a Subscription for the other’s material breach if the breach remains uncured 30 days after written notice. Wooli may also terminate your Subscription or Account immediately for the conduct described in Section 14.3 if you do not resolve it within the time stated there. If Wooli terminates your Subscription, your access ends on the termination date, subject to Section 14.2.

14.2 Retention of User Content

For 30 days after your Subscription ends, Wooli keeps your User Content so that you can export it through the Account Management Page. After that, Wooli will delete your User Content, except copies that the law requires Wooli to keep and copies in backups, which are deleted on Wooli’s regular backup schedule. User Content you shared with other Users may remain in their accounts. You are responsible for exporting your User Content before the 30-day period ends, including signed documents, audit trails, and completion certificates.

14.3 Suspension

Wooli may suspend your Account, your Workspace, or access to the Subscription Service if: (a) you or your Users breach these Terms, including the AUP; (b) you fail to pay fees when due; (c) Wooli reasonably believes your use poses a security risk, involves unauthorized uploading or sharing of Personal Information, or violates law; or (d) suspension is required by law. Wooli will notify you before suspending your access unless the situation requires immediate action, such as a security threat or unlawful processing of Personal Information. Wooli will restore access once the cause is resolved. If you do not resolve the cause within 10 days after Wooli’s notice, Wooli may terminate your Subscription or Account. Wooli keeps your User Content during a suspension.

14.4 Effect of Termination

When your Subscription ends, your right to use the Subscription Service ends, and Section 14.2 applies to your User Content. Wooli does not refund fees for the unused part of a term, except where: (a) you terminate for Wooli’s material breach under Section 14.1; (b) you terminate under Section 5.3 (Modification); or (c) Wooli terminates under Section 10.2 (Our Indemnification). Request refunds from Wooli Support.

15 General

15.1 Changes to These Terms

Wooli may update these Terms to reflect changes in the Wooli Sites, the law, or its business. Wooli will notify you of material changes by email to the address associated with your Account and through in-Service notifications. A change takes effect on the date stated in the notice, which will not be earlier than the date Wooli sends it, and does not apply to a Dispute (Section 15.2) that arose before the change took effect. If you continue to use the Wooli Sites after a change takes effect, you accept it. If you do not agree to a change, you may stop using the Wooli Sites and cancel your Subscription under Section 4.3. The date these Terms were last updated is shown with them where Wooli publishes them.

15.2 Dispute Resolution; Arbitration; Class Action and Jury Trial Waivers

PLEASE READ THIS SECTION 15.2 CAREFULLY. IT REQUIRES YOU AND WOOLI TO RESOLVE DISPUTES BY BINDING INDIVIDUAL ARBITRATION AND WAIVES CLASS ACTIONS AND JURY TRIALS. YOU MAY OPT OUT UNDER SECTION 15.2.7.

You and Wooli agree to resolve any dispute, claim, or controversy arising from or relating to these Terms, the Wooli Sites, the Privacy Policy, or the DPA (a “Dispute”) under this Section 15.2, whatever the legal theory. This Section 15.2 does not apply to: (a) individual claims within the jurisdiction of a small-claims court; or (b) claims for injunctive relief to protect intellectual property or Confidential Information.

15.2.1 Informal Dispute Resolution

Before starting arbitration, the party raising a Dispute must send the other party a written notice describing the Dispute and the relief sought: to Wooli at the Terms Contact or the mailing address in Section 15.12, and to you at the email associated with your Account. The parties will try in good faith to resolve the Dispute for 30 days after the notice is received. Neither party may start arbitration until that period ends, and all limitation periods are tolled during it.

15.2.2 Arbitration Procedures

If the Dispute is not resolved informally, it will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules or, if you are an individual using the Wooli Sites for personal purposes, its Consumer Arbitration Rules, as modified by this Section 15.2. The AAA rules are available at www.adr.org. The Federal Arbitration Act governs this Section 15.2. The arbitration will be seated in Estero, Florida, and hearings may be held by video or decided on written submissions where the parties agree or the AAA rules allow. The arbitrator may award the same individual relief that a court could award, limited to the parties to the arbitration. Fees are allocated under the applicable AAA rules. Judgment on the award may be entered in any court with jurisdiction.

15.2.3 Mass Arbitration

If 25 or more substantially similar demands for arbitration are filed against the same party by or with the help of the same or coordinated counsel within 180 days (a “Mass Filing”), the AAA’s supplementary rules for mass or multiple case filings then in effect apply. The parties will cooperate with the AAA to resolve the demands in batches, starting with a small group of bellwether cases, before the remaining demands proceed. Limitation periods are tolled for each demand while it awaits its turn.

15.2.4 Class Action Waiver

You and Wooli may bring Disputes only individually, and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding, whether in arbitration or in court. If a court decides that this waiver is unenforceable for a particular claim, that claim (and only that claim) must be severed and decided by a court in Lee County, Florida, after the individual arbitration ends, and the rest of this Section 15.2 still applies.

15.2.5 Arbitrator Authority

The arbitrator has exclusive authority to resolve any Dispute, including disputes about the scope or enforceability of this Section 15.2, except that a court in Lee County, Florida decides whether Section 15.2.4 (Class Action Waiver) is enforceable.

15.2.6 Jury Trial Waiver

If a Dispute proceeds in court rather than arbitration for any reason, you and Wooli waive the right to a jury trial, and the Dispute will be decided by a judge in the state or federal courts in Lee County, Florida.

15.2.7 Opting Out of Arbitration

You may opt out of arbitration under this Section 15.2 by sending written notice to the Terms Contact within 30 days after you first accept these Terms. The notice must include your name, your Organization (if any), the email associated with your Account, and a clear statement that you opt out of arbitration. If you opt out, Disputes will be resolved in the state or federal courts in Lee County, Florida, and Sections 15.2.4 (Class Action Waiver) and 15.2.6 (Jury Trial Waiver) still apply. Opting out does not affect any other part of these Terms.

15.3 Survival

Sections 1 (Definitions), 6 (Ownership), 7 (User Content), 8 (Confidentiality), 10 (Indemnification), 11 (Third-Party Links; Partner Content; Other Users), 12 (Disclaimers), 13 (Limitation on Liability), 14 (Term, Termination, and Suspension), and 15 (General), and your obligation to pay fees owed, survive the termination of these Terms or your Subscription.

15.4 Export and Sanctions

You must comply with all applicable U.S. export control and sanctions laws, including the Export Administration Regulations and the sanctions programs administered by the Office of Foreign Assets Control (OFAC), when using the Wooli Sites, and must not export or transfer User Content or technical data in violation of them. You represent that you and your Users are not subject to U.S. sanctions and are not located in a country or region where U.S. law prohibits access to the Wooli Sites.

15.5 Notices and Electronic Communications

Wooli will send notices to the email associated with your Account, or through in-Service notifications, and a notice is effective when sent. You must keep your email address current through the Account Management Page. Send legal notices to the Terms Contact, privacy and security matters to the Privacy Contact, and support and billing matters to Wooli Support, as listed in Section 15.12. You consent to receive communications electronically, and electronic communications satisfy any legal requirement that a communication be in writing. Clicking to accept terms or to submit information on the Wooli Sites is a legally binding electronic signature. Section 7.9 governs documents that you send or sign using the electronic signature Features. This consent does not affect any non-waivable rights you have under applicable law.

15.6 U.S. Government Users

The Subscription Service is “commercial computer software” and its documentation is “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. U.S. Government users receive only the rights granted to all users under these Terms.

15.7 Third-Party Beneficiaries

These Terms create no third-party rights, except that the Wooli Parties are intended beneficiaries of Sections 10.1 (Your Indemnification), 11.5 (Release), 12 (Disclaimers), and 13 (Limitation on Liability).

15.8 Entire Agreement; Assignment; Severability

These Terms, including the documents listed in Section 2 and the Appendices, are the entire agreement between you and Wooli about their subject matter and supersede any prior agreements on that subject. Wooli’s failure to enforce a provision is not a waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted, and the rest of these Terms remain in effect, subject to Section 15.2.4. Headings are for convenience only. “Including” means “including without limitation,” and “or” is inclusive. The parties are independent contractors, and neither is the agent, partner, or fiduciary of the other. You may not assign or transfer these Terms without Wooli’s prior written consent, and any attempt to do so is void. Wooli may assign these Terms without your consent, including to an affiliate or in connection with a merger, acquisition, or sale of assets. These Terms bind permitted assignees.

15.9 Force Majeure

Neither party is liable for a delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, war, terrorism, riots, government action, labor disputes, epidemics, utility or internet failures, or failures of third-party hosting providers. This Section 15.9 does not excuse data loss caused by Wooli’s negligence or willful misconduct.

15.10 Governing Law and Venue

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-law rules, and by applicable federal law. Subject to Section 15.2, the state and federal courts in Lee County, Florida have exclusive jurisdiction over any Dispute, and you and Wooli consent to their personal jurisdiction and venue. Appendix B sets out jurisdiction-specific terms.

15.11 Copyright and Trademarks

Copyright © 2026 Wooli, Inc. All rights reserved. Use of the Marks is governed by Section 6.1.

15.12 Contact Information

Contact Wooli as follows:

  • Terms Contact (legal notices, disputes, and arbitration opt-outs): terms@wooli.com
  • Privacy Contact (privacy questions, security incidents, and AUP reports): privacy@wooli.com
  • Wooli Support (support, billing, cancellations, and refunds): support@wooli.com
  • Mail: Wooli, Inc., Attention: Legal, PO Box 39, Estero, FL 33929

Section 19 (Reference Links) lists the links to the Wooli pages and policies referenced in these Terms.

16 Appendix A: Data Processing Agreement

If you have a Subscription, the DPA governs Wooli’s processing of Personal Information in your User Content as your service provider (processor). The DPA describes the parties’ roles, Wooli’s processing and security obligations, subprocessors, security incident notification, and what happens to Personal Information when your Subscription ends. Section 2 explains how the DPA ranks against these Terms.

17 Appendix B: Jurisdiction-Specific Terms

Wooli currently offers the Wooli Sites only in the United States. Wooli may add terms for other jurisdictions in the future.

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 Subscription Service, you are responsible for giving required notices to, and obtaining required consents from, the individuals whose Personal Information is in your User Content. Wooli processes that Personal Information only on your instructions, as described in Section 7.5 and the DPA. You may submit privacy requests about your own Personal Information through the Account Management Page or to the Privacy Contact, as described in the Privacy Policy.

18 Appendix C: Wooli Safety Partner Terms

This Appendix C contains the Partner Terms of Wooli Safety, Inc. (“Wooli Safety”), a Subscription Partner, and is an agreement between you and Wooli Safety. It applies if your Subscription includes Partner Content provided by Wooli Safety or if you download Wooli Safety Content from Explore. Wooli Safety has authorized Wooli to present this Appendix C and to bind Wooli Safety to it. Wooli is not a party to this Appendix C and is not responsible for Wooli Safety’s Partner Content. Wooli sells and bills Subscriptions that include Wooli Safety’s Partner Content as Wooli Safety’s authorized reseller, under Section 4.

In this Appendix C, “Wooli Safety Content” means all Partner Content that Wooli Safety provides through the Subscription Service, whatever its subject.

18.1 Wooli Safety Content

Wooli Safety Content may include guides, templates, checklists, training and webinar materials, references to laws or standards, data tools, reports, and other content. Your Order Form describes the Wooli Safety Content included in your Subscription. Wooli Safety owns the Wooli Safety Content and all intellectual property rights in it, and reserves all rights not expressly granted in this Appendix C.

18.2 License

While your Subscription includes it, Wooli Safety grants you a non-exclusive, non-transferable license to use Wooli Safety Content for your Organization’s internal business purposes. You may copy and adapt templates, checklists, and similar materials for internal use. You may not sell, publish, or distribute Wooli Safety Content outside your Organization. The license ends when your Subscription no longer includes Wooli Safety Content. Wooli Safety Content that you download from Explore is licensed under Section 3.6 instead.

18.3 Informational Tool — Not Professional Advice

Wooli Safety Content is a general informational tool. It is not legal, regulatory, safety, medical, engineering, or other professional advice, and using it does not create a professional or advisory relationship. References to laws, regulations, or standards (e.g., OSHA requirements) are general information and may not be current, complete, or applicable to your operations, industry, or jurisdiction. You must have Wooli Safety Content, and any processes or decisions based on it, reviewed and validated by your own qualified professionals and legal counsel before relying on or implementing it.

18.4 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 processes appropriate to your circumstances. Wooli Safety is not responsible for your safety outcomes.

18.5 Your Data

Data that you upload, generate, or process using Wooli Safety Content (for example, incident, inspection, or personnel data) is your User Content and is governed by Section 7 (User Content) and the DPA. Wooli Safety accesses your User Content only as Section 7.6 allows. You are responsible for the accuracy and lawfulness of that data and for obtaining any consents required to upload or process it, as described in Section 7.4.

18.6 Disclaimers and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WOOLI SAFETY PROVIDES WOOLI SAFETY CONTENT “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.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) WOOLI SAFETY IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING FROM OR RELATED TO THIS APPENDIX C OR WOOLI SAFETY CONTENT, WHATEVER THE LEGAL THEORY; AND (b) WOOLI SAFETY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS APPENDIX C OR WOOLI SAFETY CONTENT WILL NOT EXCEED THE GREATER OF: (i) THE AMOUNTS YOU PAID FOR THE PART OF YOUR SUBSCRIPTION THAT INCLUDES WOOLI SAFETY CONTENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM; AND (ii) $100.

This Section 18.6 does not limit liability for Wooli Safety’s gross negligence, willful misconduct, or fraud, or any liability that cannot be limited under applicable law.

18.7 Disputes and Notices

Section 15.2 (Dispute Resolution) applies to any Dispute between you and Wooli Safety about this Appendix C or Wooli Safety Content as if Wooli Safety were Wooli, and Sections 15.4, 15.5, and 15.8 through 15.10 apply between you and Wooli Safety in the same way. A Dispute that involves both Wooli and Wooli Safety may be resolved in a single arbitration. If you opt out of arbitration under Section 15.2.7, the opt-out applies to both Wooli and Wooli Safety. Send notices to Wooli Safety through the Terms Contact, which Wooli Safety has authorized to receive them.

19 Reference Links

Where these Terms refer to a Wooli website, page, or policy by name, they mean the resource listed below; contact addresses are in Section 15.12. Wooli may update these links without changing the substance of these Terms.