TERMS OF SERVICE

Last updated November 18, 2025

AGREEMENT TO TERMS

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and PeerWorks LLC ("PeerWorks," "we," "us," or "our"), concerning your access to and use of the PeerWorks scheduling and payroll platform (the "Services").

You agree that by accessing the Services, you have read, understood, and agree to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Terms of Service, and you waive any right to receive specific notice of each such change.

The information provided on the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

ELIGIBILITY AND ACCOUNT ACCESS

Restricted Access

The Services are exclusively available to authorized PeerWorks providers. Access to the Services is restricted and requires explicit approval from a PeerWorks administrator. By using the Services, you represent and warrant that:

You are at least 18 years of age or the age of legal majority in your jurisdiction
You have been invited and approved by a PeerWorks administrator to use the Services
You are a current provider or contractor working with PeerWorks or its affiliated clients
You have the legal capacity to enter into these Terms of Service
All registration information you submit is truthful and accurate

Unauthorized access is strictly prohibited. If you attempt to access the Services without proper authorization, your access may be immediately terminated, and we reserve the right to pursue legal action.

Account Registration and Security

You may be required to register with the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

You are responsible for maintaining the security of your account and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account or any other breach of security at developer@peer-works.com.

USER REPRESENTATIONS AND OBLIGATIONS

By using the Services, you represent and warrant that:

All information you provide is accurate, current, and complete
You will maintain the accuracy of such information and promptly update such information as necessary
You have the legal capacity and agree to comply with these Terms of Service
You are not a minor in the jurisdiction in which you reside
You will not access the Services through automated or non-human means, whether through a bot, script, or otherwise
You will not use the Services for any illegal or unauthorized purpose
Your use of the Services will not violate any applicable law or regulation

TIMECLOCK AND SHIFT DATA REQUIREMENTS

Accuracy and Truthfulness

All timeclock entries, shift data, and work records submitted through the Services MUST be accurate, valid, and truthful. By using the Services, you agree that:

You will only clock in and clock out for actual hours worked
You will accurately record your start time, end time, and break periods
You will not falsify, manipulate, or misrepresent any timeclock data
You will not clock in or clock out on behalf of another person
You will immediately report any errors or discrepancies in your time records
You will only request shifts that you intend to work and are qualified to perform

Fraudulent Timeclock Entries: Submitting false or fraudulent timeclock entries constitutes time theft and is a serious violation of these Terms of Service. Such actions may result in:

Immediate termination of your account
Termination of your provider relationship with PeerWorks
Withholding of payment for fraudulent hours
Recovery of improperly paid wages
Legal action, including criminal prosecution for fraud or theft

Payroll Responsibility

You understand and agree that payroll processing is based on the timeclock and shift data you submit. You are responsible for reviewing your time entries for accuracy before payroll is processed. Any disputes regarding pay must be raised within 7 days of the pay date.

DOCUMENT SUBMISSION AND VERIFICATION

As a condition of using the Services and maintaining your provider status, you may be required to submit certain documents including but not limited to:

Professional licenses and certifications
Work authorization documents
Background check authorizations
Tax forms (W-9, I-9, etc.)
Insurance certificates

You warrant that all documents submitted are genuine, current, and not expired. Submission of false or fraudulent documents will result in immediate termination and may result in legal action.

PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords
Circumvent, disable, or otherwise interfere with security-related features of the Services
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services
Use any information obtained from the Services in order to harass, abuse, or harm another person
Make improper use of our support services or submit false reports of abuse or misconduct
Use the Services in a manner inconsistent with any applicable laws or regulations
Engage in unauthorized framing of or linking to the Services
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party's uninterrupted use and enjoyment of the Services
Use any type of unauthorized automation to access the Services
Delete the copyright or other proprietary rights notice from any content
Attempt to impersonate another user or person or use the username of another user
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you
Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code
Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services
Use the Services to advertise or offer to sell goods and services
Share your account credentials with any unauthorized third party

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Services are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Services (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.

The Content and the Marks are provided on the Services "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Service, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Your Data

We do not claim ownership of any data you submit through the Services ("Your Data"). However, by submitting Your Data, you grant us a license to use, store, and process Your Data as necessary to provide the Services to you and for payroll processing, scheduling, and related business purposes.

SERVICES MANAGEMENT

We reserve the right, but not the obligation, to:

Monitor the Services for violations of these Terms of Service
Take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Service
Refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your contributions or any portion thereof
Remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems
Otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services

TERM AND TERMINATION

These Terms of Service shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF SERVICE OR OF ANY APPLICABLE LAW OR REGULATION.

We may terminate your use or participation in the Services or delete your account and any content or information that you posted at any time, without warning, in our sole discretion.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

Upon termination, your right to use the Services will cease immediately. However, you will remain responsible for any amounts owed under these Terms of Service, and we may retain your data as required for payroll, tax, and legal compliance purposes.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time.

We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services.

DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your contributions; (2) use of the Services; (3) breach of these Terms of Service; (4) any breach of your representations and warranties set forth in these Terms of Service; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services.

GOVERNING LAW AND VENUE

These Terms of Service and your use of the Services are governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be entirely performed within the State of Texas, without regard to its conflict of law principles.

Venue and Jurisdiction: Any legal action or proceeding arising out of or relating to these Terms of Service or the Services shall be instituted exclusively in the state or federal courts located in Travis County, Texas. You irrevocably submit to the exclusive jurisdiction of such courts and waive any objection to venue in such courts.

Texas Wage Theft and Fraud Laws: You acknowledge that falsifying timeclock entries or work records may constitute theft under Texas Penal Code and may be prosecuted as a criminal offense. Texas law provides for serious criminal penalties for wage theft and fraud, including fines and imprisonment.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Service (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

SEVERABILITY

If any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service. Such determination shall not affect the validity and enforceability of any other remaining provisions. This provision ensures that if one part of this agreement is found to be invalid, the rest of the Terms of Service will continue to be in full force and effect.

WAIVER

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms of Service shall not affect a party's ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute a waiver of any subsequent breach. No failure or delay by PeerWorks in exercising any right, power, or privilege under these Terms of Service shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

ASSIGNMENT

We may assign, transfer, or delegate any of our rights and obligations under these Terms of Service without your consent or prior notice to you. You may not assign, transfer, or delegate any of your rights or obligations under these Terms of Service without our prior written consent. Any purported assignment, transfer, or delegation by you in violation of this section shall be null and void. These Terms of Service shall be binding upon and shall inure to the benefit of the parties, their successors, and permitted assigns.

NOTICE REQUIREMENTS

All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under these Terms of Service shall be in writing and addressed to PeerWorks at the contact information provided in the "Contact Us" section below.

Notices may be given and shall be deemed to have been received:

When delivered personally or by courier service (upon signature for receipt)
Five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid
When sent by email to the address provided (if confirmation of receipt is received)

You are responsible for ensuring that the contact information associated with your account is current and accurate. PeerWorks shall not be liable for any failure to deliver notice if your contact information is incorrect or outdated.

CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to the Services, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

PeerWorks LLC
Corporate Center One
5301 Southwest Parkway Suite 400
Austin, TX 78735
United States

Email: developer@peer-works.com