Terms of Use

Last Updated: November 3, 2026
Effective Date: November 3, 2026

This Terms of Use Agreement (the "Agreement") is entered into by and between OurPeople, Inc. (defined below) and the entity or organization agreeing to these terms ("Customer").

1. Definitions

In this Agreement, the following definitions will apply:

1.1 Additional Charges: Any fee in addition to the Fees (excluding any applicable sales tax) payable by the Customer for Additional Services or usage overages.

1.2 Additional Services: Such additional features, modules, or services as OurPeople may agree to supply to the Customer from time to time.

1.3 Agreement: These terms and conditions, inclusive of any associated Service Agreements, Schedules, and Addenda.

1.4 Confidential Information: All information designated as confidential by either party in writing, or which by its nature should reasonably be understood to be confidential, including but not limited to business affairs, plans, products, trade secrets, know-how, personnel, and customer data.

1.5 Commencement Date: The effective start date of the services as mutually agreed between the parties.

1.6 Data Protection Legislation: The California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), and all other applicable US federal, state, and local privacy, data protection, and security laws. (Note: For UK-based clients, the UK/EU specific definitions in Addendum A shall apply).

1.7 Fees: The subscription fees (excluding any applicable sales tax) as agreed between the parties and payable in accordance with Section 12.

1.8 Intellectual Property Rights (IPR): Patents, rights to inventions, copyright, trademarks, trade names, domain names, rights in goodwill, database rights, rights in computer software, and all similar or equivalent rights whether registered or unregistered anywhere in the world.

1.9 OurPeople: Refers to Our People, Inc., a corporation organized and existing under the laws of the State of Delaware. (Note: For contracting entities in the United Kingdom, OurPeople refers to Our People, Limited as outlined in Addendum A).

1.10 OurPeople Software: The online, cloud-based software-as-a-service (SaaS) platform licensed to the Customer pursuant to this Agreement.

1.11 Services: The specific software package, communication modules, and automated features chosen by the Customer as detailed in the applicable Service Agreement.

1.12 Term: The duration of the agreement as agreed between the parties, inclusive of any automatic renewals.

1.13 Privacy Terminology: Personal Data, Business, Service Provider, Consumer, and Processing shall have the respective meanings set out in applicable US Data Protection Legislation.

2. Grant of License

2.1 Organizational Use: Subject to the Customer’s ongoing compliance with this Agreement, OurPeople grants the Customer a non-exclusive, non-transferable, and revocable license for the duration of the Term to access the OurPeople Software solely to utilize the Services.

2.2 Scope: The Customer acknowledges and accepts that this license is granted strictly for the Customer’s organizational and internal business use.

2.3 Public Sector: Schedule 1 of this Agreement shall apply only if the Customer is a public sector or government organization.

3. Permitted & Prohibited Use

The Customer shall use the OurPeople Software responsibly and legally.

3.1 Permitted Use

The Customer shall:

3.1.1 Use the OurPeople Software for its own internal business and corporate communication purposes only;

3.1.2 Fully cooperate with all reasonable enquiries from OurPeople relating to the security or performance of the OurPeople Software;

3.1.3 Pay the Fees and any Additional Charges as agreed between the parties pursuant to Section 12;

3.1.4 Report to OurPeople all problems or errors in respect of the OurPeople Software as soon as reasonably possible;

3.1.5 Understand and comply with its contractual obligations to OurPeople Software under this Agreement;

3.1.6 Notify OurPeople Software promptly of any changes to its technical or administrative contact information;

3.1.7 Maintain its own system(s) of record, and acknowledge that the OurPeople Software is not intended to serve as the Customer's system of record;

3.1.8 Ensure the supervision, management and control of the use of the OurPeople Software and Services by its personnel, including the assignment, review and removal of user access;

3.1.9 Provide OurPeople Software with, and keep current, a list of personnel authorized to approve security and system configuration changes affecting data transmission including integrations and secure file transfers;

3.1.10 Immediately notify OurPeople of any actual or suspected information security breach affecting the Services, including compromised user accounts and any credentials used for integrations or secure file transfers; and

3.1.11 Comply with this Agreement.

3.2 Prohibited Use

The Customer shall not:

3.2.1 Transfer, sub-license, lease, or distribute all or any part of the OurPeople Software to any unauthorized third-party person or organization.

3.2.2 Make any alterations, modifications, adaptations, or copies of the OurPeople Software save as explicitly authorized in writing by OurPeople.

3.2.3 Decompile, reverse engineer, or disassemble the OurPeople Software, or attempt to derive its source code.

3.2.4 Use the OurPeople Software for the operation, hosting, or promotion of any goods or services which are illegal.

3.2.5 Distribute, upload, or share unauthorized data, viruses, Trojan horses, worms, or malicious code.

3.2.6 Engage in any activity through the platform which violates the Intellectual Property Rights (IPR) of any third party or is contrary to applicable law.

4. Proprietary Rights

4.1 Ownership Reservation: The Customer acknowledges that it will not acquire any Intellectual Property Rights (IPR) or other proprietary rights in the OurPeople Software. All source code, user interfaces, branding, and workflows remain the exclusive property of OurPeople.

4.2 Infringement Reporting: The Customer shall notify OurPeople immediately if it becomes aware of any unauthorized access to, use of, or copying of any part of the OurPeople Software by any person.

5. OurPeople Obligations & Messaging Rules

5.1 Performance Standards: OurPeople shall deliver the Services in a professional, diligent, and timely manner, using reasonable endeavors to maintain service availability.

5.2 Exclusion of Liability for Customer Delay: OurPeople shall not be liable for any performance delays or failures to the extent caused, directly or indirectly, by the Customer's failure to perform its obligations or by the acts/omissions of un-affiliated third parties.

5.3 Software Updates: OurPeople will make periodic system updates available to the Customer automatically as they are rolled out to the platform.

5.4 Service Messaging Infrastructure: OurPeople may transmit SMS, RCS, and email messages to users as an essential feature of the service (e.g., messages sent by managers/colleagues regarding employment content). OurPeople guarantees it will not message users for marketing purposes beyond the delivery of its service.

5.5 Wireless Carrier Compliance

5.5.1 Unsubscribe: Users can opt out of SMS/RCS messages at any time by replying "STOP". A single confirmation message will be sent, and further automated texts will cease until the user actively resubscribes by replying "START".

5.5.2 Support: For text messaging issues, users can reply "HELP" via SMS/RCS or contact support directly at support@ourpeople.com.

5.5.3 Carriers and Rates: OurPeople is not liable for delayed or undelivered messages from the mobile Carriers. Standard message and data rates may apply for any messages exchanged with the OurPeople platform. Message frequency varies based on internal company deployment.

6. "SMS Text Module" Unlimited Usage

(Applicable only if purchased via the Service Agreement)

Subject to the payment of applicable module Fees, OurPeople provides the Customer with the capability to send an unlimited volume of SMS texts through the Service for valid business use cases (e.g., company updates, emergency alerts, file sharing, and shift coordination).

6.1 SMS Fair Usage Threshold Cap

To safeguard network integrity, OurPeople reserves the right to restrict, suspend, or cancel the SMS Module if the Customer's volume cost exceeds fifty percent (50%) of the Customer's total Fees in any twelve (12) month period. For the purposes of this calculation, the internal cost is calculated at $0.025 per SMS text message sent. OurPeople reserves the right to suspend or cancel this module at any time in its sole operational discretion.

7. Customer Obligations

The Customer shall:

7.1 Payment: Timely pay the Fees and any applicable Additional Charges in accordance with Section 12.

7.2 Bug & Vulnerability Reporting: Report to OurPeople all platform bugs, errors, or security vulnerabilities as soon as reasonably possible.

7.3 Account Security: Maintain the security and confidentiality of all administrative and user credentials assigned to their account.

8. Artificial Intelligence ("AI") Features

OurPeople may make available certain features and functionalities powered by artificial intelligence, machine learning, or large language models ("AI Features").

8.1 Inputs and Outputs: The Customer may provide text, prompts, files, or other data to be processed by the AI Features ("Input"), and receive generated content resulting from those AI Features ("Output"). As between the parties, and to the extent permitted by applicable law, the Customer retains ownership of all Input and Output.

8.2 License to Deliver AI Features: The Customer grants OurPeople a worldwide, non-exclusive, royalty-free license to host, copy, process, and transmit the Input and Output solely as necessary to provide, support, and maintain the AI Features under this Agreement.

8.3 No Foundational Model Training: OurPeople warrants that it does not use Customer's specific Input, Output, or proprietary corporate data to train, tune, or improve public, foundational, or un-affiliated third-party machine learning models.

8.4 Accuracy Disclaimer: AI Features use probabilistic algorithms. The Customer acknowledges that Outputs may contain inaccuracies, omissions, or unverified details. The Customer assumes sole responsibility for reviewing, confirming, and vetting the accuracy and lawfulness of all Outputs before publishing, transmitting, or relying on them for internal corporate or employee communications.

9. Data Use Assurance

We will not share, rent, or sell any User mobile telephone numbers, contact information, or message content with any third parties or affiliates for marketing or promotional purposes. This commitment does not restrict OurPeople’s ability to provide operational or transactional communications necessary for the functioning of the Services, including notifying Users about content awaiting their attention, system updates, or service communications.

10. System Uptime and Maintenance Windows

10.1 Reporting: OurPeople shall provide the Customer with transparent system uptime and performance metrics via a publicly accessible online service status page.

10.2 Scheduled Maintenance: OurPeople is entitled to perform routine system maintenance and infrastructure updates. OurPeople will make every effort to schedule these updates within a dedicated maintenance window between 2:00 AM and 5:00 AM in local data center time zones.

10.3 Emergency Maintenance: OurPeople reserves the right to conduct emergency or urgent security updates without prior notice at such times as are reasonably necessary to protect platform stability.

11. Term, Auto-Renewal, Cancellation & Refunds

11.1 Subscription Term: The initial term of Customer’s subscription to the OurPeople Software shall commence on the Effective Date and continue for a period of twelve (12) consecutive months (the "Initial Term").

11.2 Automatic Renewal: Upon expiration of the Initial Term, this Agreement and the underlying subscription shall automatically renew for successive, consecutive twelve (12) month periods (each a "Renewal Term"; together with the Initial Term, the "Term"). Either Party may provide written notice of non-renewal to the other Party at least ninety (90) calendar days prior to the expiration of the then-current Term.

11.3 Prepaid License Fees: All Subscription Fees for the Initial Term and any subsequent Renewal Term are billed in advance on an annual prepaid basis and are due prior to the commencement of the applicable Term. Subscription Fees are strictly non-refundable.

11.4 Effect of Non-Renewal: If Customer provides timely notice of non-renewal pursuant to Section 11.2, Customer’s access to the OurPeople Software will continue through the end of the then-current Term. Upon expiration of said Term, Customer’s access rights shall immediately terminate, and no further annual renewal fees shall accrue.

12. Payment Terms

12.1 Invoicing: The Customer will pay OurPeople all agreed Fees and Additional Charges without set-off, withholding, or deduction.

12.2 Terms: Payment must be settled within 30 days from the issue date of OurPeople’s invoice.

12.3 Late Payment Suspension: If the Customer fails to settle an invoice by its due date, OurPeople is entitled to notify the Customer and suspend service provision and/or terminate the Agreement, provided OurPeople has issued at least 30 days written notice of non-payment.

13. US Data Protection & Privacy Compliance

(Note: For UK and European Union operational compliance, Section 13 is augmented by Addendum A).

13.1 Roles: Both parties will comply with applicable Data Protection Legislation. Within the United States, the Customer acts as the Business / Data Controller and OurPeople acts as the Service Provider / Data Processor.

13.2 Consents: The Customer warrants that it has secured all necessary consumer consents, opt-ins, privacy notices, and legal bases required to lawfully transfer Personal Data to OurPeople for the duration of this Agreement.

13.3 Processor Obligations: OurPeople shall:

13.3.1 Act only on the written, documented instructions of the Customer.

13.3.2 Maintain rigorous technical, administrative, and physical security measures to protect personal data against unauthorized processing, accidental loss, destruction, or damage.

13.3.3 Ensure all personnel authorized to access the personal data are bound by strict confidentiality obligations.

13.3.4 Assist the Customer (at the Customer’s expense) in responding to Consumer Privacy Rights Requests.

13.3.5 Assist the Customer with respect to security, data breach notifications, and regulatory inquiries.

13.3.6 Notify the Customer without undue delay upon discovering a data security breach under applicable laws.

13.3.7 Delete or return all personal data to the Customer upon termination of the agreement, as requested.

13.3.8 Submit to reasonable audits and inspections to verify regulatory compliance.

13.4 Subcontractors: OurPeople shall provide prior written notice before appointing any third-party subcontractor that processes personal data, ensuring that such parties enter into binding agreements containing data protection terms substantially similar to those herein.

14. Confidentiality

14.1 Obligations: Each party agrees to treat as strictly confidential all Confidential Information received from the other party. Neither party shall utilize the other’s Confidential Information for any purpose outside the execution of their rights and obligations under this Agreement.

14.2 Public Sector Exception: If the Customer is a public sector or government body, this Section 14 is superseded by the specific provisions outlined in Schedule 1.

14.3 Survival: Confidentiality covenants shall survive the termination or expiration of this Agreement indefinitely.

15. Warranty & Limited Remedy

15.1 Core Performance Warranty: OurPeople warrants that the OurPeople Software, when used correctly, will perform substantially in accordance with the product documentation provided by OurPeople.

15.2 Third-Party Exclusions: OurPeople provides no warranties whatsoever regarding third-party hardware, devices, or integrated external software.

15.3 AI Feature Specific Disclaimer: NOTWITHSTANDING ANY PERFORMANCE WARRANTIES ELSEWHERE IN THIS AGREEMENT, ALL AI FEATURES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. OURPEOPLE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, SAFETY, OR RELIABILITY OF ANY OUTPUT GENERATED VIA THE AI FEATURES.

15.4 Exclusive Remedy: For any breach of the performance warranty, the Customer’s exclusive remedy is limited to:

15.4.1 OurPeople correcting the software service so that it conforms substantially to documentation; or

15.4.2 The Customer electing to exercise its right to cancel the agreement under the 90-day notice provision outlined in Section 11.

16. Limitation of Liability

16.1 Consequential Loss Exclusion: The Customer assumes full responsibility for the consequences of its deployment of the OurPeople Software. OurPeople will not be liable for any indirect, special, incidental, or consequential losses, including but not limited to loss of production, data corruption, loss of profits, business interruption, or loss of goodwill.

16.2 AI Feature Liability Limitation: OURPEOPLE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES, LEGAL DISPUTES, OR EMPLOYEE CLAIMS ARISING FROM OR RELATED TO THE CUSTOMER'S USE, MISUSE, OR BLIND RELIANCE UPON GENERATED OUTPUTS PRODUCED BY THE AI FEATURES.

16.3 Gross Negligence: OurPeople accepts full liability for matters resulting directly from the proven gross negligence or willful misconduct of OurPeople or its employees.

16.4 Liability Cap: Without prejudice to Sections 16.2 and 16.3, OurPeople’s total aggregate liability under contract, tort (including negligence), or otherwise arising in connection with this Agreement shall be strictly capped at the total Fees paid by the Customer to OurPeople during the twelve (12) months immediately preceding the event giving rise to the claim.

17. Indemnification

17.1 IP Indemnity by OurPeople: OurPeople will defend, indemnify, and hold the Customer harmless against final court-awarded judgments or settlements arising from third-party claims alleging that the OurPeople Software infringes a valid patent, copyright, trademark, or trade secret within the primary jurisdiction. This does not apply if the claim arises from unauthorized modifications made by the Customer.

17.2 Indemnity by Customer: The Customer shall defend, indemnify, and hold OurPeople harmless against all losses, damages, liabilities, and legal expenses (including reasonable attorneys' fees) arising out of the Customer's breach of this Agreement, or any claims alleging that the Customer's uploaded data (including Input provided to AI Features) infringes the intellectual property or privacy rights of a third party.

18. Termination

18.1 Automatic Renewal: This Agreement begins on the Commencement Date and will continue for the initial Term. At the conclusion of the initial Term, it shall automatically extend for successive periods of 12 months unless cancelled in writing as per Section 11.

18.2 Termination for Cause: Either party may terminate this Agreement immediately if the other party:

18.2.1 Expressly or impliedly repudiates the contract by refusing to comply with its terms.

18.2.2 Commits a material breach and fails to rectify such breach within 14 working days of receiving written notice specifying the default.

18.3 Statutory Compliance Breach: OurPeople may terminate this agreement immediately and without notice if the Customer commits a breach of applicable laws.

18.4 Termination Without Cause by OurPeople: OurPeople retains the right to terminate this Agreement at any time without cause by providing the Customer with no less than ninety (90) days written notice. In the event that OurPeople elects to terminate under this clause, the Customer shall be entitled to a pro-rated refund of any unused, pre-paid subscription fees.

19. Post-Termination Data Retention

Upon termination or expiration of this Agreement:

19.1 Access Termination: The Customer’s license to access the OurPeople Software and its associated services will automatically cease.

19.2 Data Removal: To ensure privacy compliance, any and all customer data hosted within the OurPeople production system shall be permanently purged from all primary and backup servers 60 days after termination.

20. General Provisions

20.1 Force Majeure: Neither party will be held liable for any delay or failure to perform its obligations (excluding financial payment obligations) due to causes beyond its reasonable control, including acts of God, strikes, pandemics, or widespread internet infrastructure blackouts.

20.2 Assignment: The Customer may not assign, transfer, sub-license, or lease its contractual rights under this Agreement without securing the prior written consent of OurPeople.

20.3 Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior discussions, representations, or oral arrangements.

20.4 Severability: If any provision is deemed invalid or unenforceable by a court of competent jurisdiction, that specific provision will be severed, and the remainder of the agreement will continue in full force and effect.

20.5 Governing Law & Jurisdiction: Except as explicitly carved out in Addendum A, this Agreement is governed by, and construed in accordance with, the laws of the State of Delaware in the United States of America, without regard to its conflict of laws principles. Both parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

SCHEDULE 1: PUBLIC SECTOR SCHEDULE

(Applicable only to Government/Public Sector Customers)

1.0 Schedule Definitions

1.1 FOIA / Public Records Laws: The Federal Freedom of Information Act (5 U.S.C. Section 552), state sunshine laws, or the UK Freedom of Information Act 2000 (whichever is applicable based on the Customer’s locality).

1.2 Information: Has the meaning designated under applicable public records or freedom of information statutes.

1.3 Prohibited Act: Directly or indirectly offering, promising, or giving a financial or other advantage to a public official as an inducement or reward, or committing an offence under applicable anti-corruption statutes (such as the US Foreign Corrupt Practices Act or the UK Bribery Act 2010).

2.0 Freedom of Information and Public Records

2.1 Compliance Cooperation: OurPeople acknowledges that public sector Customers are subject to public records laws. OurPeople shall provide reasonable assistance to enable the Customer to comply with statutory open records requests.

2.2 Prompt Request Transfer: OurPeople shall transfer any Request for Information it receives relating to this Agreement to the Customer within 5 working days of receipt.

2.3 Information Provision: OurPeople shall provide the Customer with a copy of all requested information in its possession within 5 working days of the Customer's request.

2.4 No Direct Responses: OurPeople shall not respond directly to any public records requester unless explicitly authorized in writing by the Customer.

2.5 Absolute Discretion: OurPeople acknowledges that the Customer may be legally obligated to disclose information under public records laws without consulting OurPeople. The Customer shall retain absolute discretion in determining whether any information is legally exempt from disclosure.

3.0 Public Sector Confidentiality

3.1 General Rule: Subject to the statutory obligations set forth in Paragraph 2.0 of this Schedule, the parties shall keep all operational matters relating to this Agreement confidential.

3.2 Permitted Disclosures: This schedule's confidentiality provisions do not apply to disclosures required by law, shared with professional advisers, or disclosed to authorized oversight agencies of the Government.

4.0 Prevention of Bribery and Procurement Integrity

4.1 Anti-Bribery Warranty: OurPeople represents and warrants that neither it nor its employees have committed a Prohibited Act or been placed on a government debarment/suspension list prior to the Commencement Date.

4.2 Ongoing Compliance: OurPeople shall not commit any Prohibited Acts or trigger a breach of anti-corruption statutes during the Term of this Agreement.

4.3 Internal Controls: OurPeople shall maintain and enforce robust internal policies and compliance procedures to prevent the occurrence of a Prohibited Act and will make compliance records available to the Customer upon reasonable request.

ADDENDUM A: UNITED KINGDOM JURISDICTIONAL RIDER

The provisions of this Addendum A apply only to Customers whose primary place of business is located within the United Kingdom, or who contract directly with the UK entity of OurPeople. Where there is a conflict between the main body of the Agreement and this Addendum, Addendum A shall prevail for UK corporate entities.

1. Corporate Identity & Definitions

1.1 OurPeople Entity: For the purpose of UK transactions, OurPeople refers specifically to Our People, Limited, a company registered in England and Wales.

1.2 UK Data Protection Legislation: Means the UK GDPR (as defined in the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019), the EU General Data Protection Regulation (EU 2016/679) ("GDPR"), and the UK Data Protection Act 2018.

1.3 UK Public Sector Terms: References in Schedule 1 to open records laws shall specifically include the Freedom of Information Act 2000 (FOIA), the Environmental Information Regulations 2004 (EIRs), and the Local Government Transparency Code 2015. References to anti-corruption laws shall explicitly mandate compliance with the Bribery Act 2010.

2. Governing Law & Dispute Resolution

2.1 English Law: Notwithstanding Section 20 of the main Agreement, if the Customer's business is based in the United Kingdom, this Agreement is governed by, and construed in accordance with, the laws of England and Wales.

2.2 Jurisdiction: Both parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to address any legal matter or dispute arising under or in connection with this agreement.

3. UK GDPR Data Processor Clauses

Pursuant to the UK Data Protection Legislation, when OurPeople processes Personal Data on behalf of a UK Controller, OurPeople explicitly agrees to the following statutory workflows:

3.1 Data Subject Rights: OurPeople will assist the Customer in responding to individuals enforcing their rights of subject access, rectification, erasure, or the right to be forgotten under the UK GDPR.

3.2 Regulatory Audits: OurPeople will submit to audits and inspections required by the Customer to ensure compliance and will inform the Customer immediately if asked to do something that infringes UK Data Protection Legislation.

3.3 Sub-Processors: OurPeople shall provide the Customer with prior written notice before appointing any third-party sub-processor, ensuring that they enter into an agreement containing substantially similar data protection terms.

3.4 International Cross-Border Transfers: If required to transfer UK personal data outside the UK/EEA, OurPeople will implement an approved International Data Transfer Agreement (IDTA) or the UK Addendum to the EU Standard Contractual Clauses to guarantee enforceable rights and effective legal remedies for data subjects.

Last Updated: November 3, 2026