1.1 Who these Terms are between. These Terms of Service ("Terms") are an agreement between Include Software Corporation, a Delaware corporation ("Include," "we," "us," or "our"), and the business that subscribes to or uses the Services ("you," "your," or "Subscriber").

1.2 Accepting these Terms. You accept these Terms when you sign or accept a Sales Document that refers to them, or when you use the Services after Include gives you reasonable notice that your use is subject to them, whichever happens first. The person who accepts for you confirms that they have authority to bind you. You are responsible for making sure your Users follow these Terms. Section 1.7 explains how these Terms change.

1.3 Business use only. The Services are made for businesses. You confirm that you use them for business purposes and not for personal, family, or household purposes.

1.4 What makes up the agreement. Your agreement with Include consists of these Terms and each Sales Document. A "Sales Document" is any order form, quote, proposal, subscription order, scope agreement, or similar document that Include issues, that both parties sign or accept, and that refers to these Terms. Your purchase orders are never Sales Documents. A Sales Document states what you are buying: the Services, your plan and bracket, add-ons, quantities, Fees, discounts, scheduled price changes, Subscription Term, renewal terms, included credits and storage, service level, and any Special Terms.

1.5 Which document controls. If a Sales Document and these Terms conflict:
 
(a) the Sales Document controls on commercial terms: the Services ordered, plan and bracket, add-ons, quantities, Fees, discounts, scheduled price changes, payment schedule, Subscription Term, renewal terms, included credits, storage, and rates, and service level; and    
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(b) these Terms control on everything else, unless the Sales Document has a section titled "Special Terms" that names the section of these Terms it changes. A Special Term applies only to the Sales Document that contains it.

Terms in your purchase orders, vendor registration forms, security questionnaires, or similar documents do not apply merely because Include receives, processes, or administratively acknowledges them. A term in another document changes these Terms only if an authorized representative of each party signs a Sales Document with a Special Term that expressly identifies the provision being changed.

1.6 Privacy Policy. Include's Privacy Policy, available at https://www.include.com/privacy-policy, explains how Include handles personal information when Include decides why and how it is processed, such as information about website visitors, prospects, account contacts, and Users' direct dealings with Include. It is a separate document and does not change these Terms. Sections 5 and 6, including the data processing terms in Section 5.11, govern personal information in Your Data that Include processes on your behalf.

1.7 Versions and changes.
   
(a) Each version of these Terms has a version number, an effective date, and a summary of what changed. Include keeps every earlier version and sends a copy on request.    
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(b) Include may change these Terms at any time, including as the Services change. Include will post the new version and notify you by email or in the Services at least 30 days before it takes effect. A change required by the law, a regulation, card network or carrier rules, or a court or government authority, or needed to address a security risk, may take effect sooner on notice. Terms for a new feature or product apply when you first use it. Section 5.5 governs changes to Subprocessors.    
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(c) Each new version applies to all of your Services from its effective date, including during a Subscription Term. A new version does not change what your Sales Document sets, such as the Services ordered, prices, Fees, discounts, Subscription Term, renewal terms, service level, and Special Terms; those stay as your Sales Document states until it ends or a new Sales Document changes them.    
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(d) If a new version materially reduces your rights during a Subscription Term, you may terminate the affected Service by written notice within 30 days after Include notifies you, and Include will refund the prepaid Fees for that Service for the rest of the Subscription Term. If you keep using the Services after a new version takes effect, you accept it.    
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(e) A signed Sales Document does not change. Additions or changes are made only by a new Sales Document that both parties sign or accept. A new Sales Document adds to the earlier ones; where it changes something an earlier one set, the new one controls for what it changes.

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where control means owning more than 50% of the voting interests.

"AI Features" means features of the Services that use artificial intelligence models to answer questions, read documents, draft or summarize text, suggest next steps, or carry out actions at a User's request, including Van, the assistant built into GO.

"AI Output" means content that AI Features generate for you.

"bracket" means an "up to" limit in a Sales Document that sets the price of a plan or add-on, such as a number of people, Users, devices, teams, or sites.

"business unit" means a company or division set up in GO with its own records, as listed in a Sales Document.

"Client" means a person or business that buys from you or that you serve, including people who view, sign, comment on, or pay through pages the Services provide for you.

"credits" means the units in which Include measures AI usage and other metered usage, such as text messages and storage beyond the amount included, at the rates a Sales Document or the Documentation states.

"Documentation" means the user guides and help articles Include publishes for the Services, as updated from time to time, excluding marketing and sales materials.

"enterprise" means a group of business units held under one account.

"Fees" means the amounts payable for the Services under a Sales Document or these Terms.

"GO" means Include's business management platform: its web application, its mobile apps for iOS and Android, AI Features, payment, payroll, and accounting tools, agreement records, messaging, reports and dashboards, GO Explore, and the connectors that let other software reach your GO data.

"Include Asset" means Include's Windows desktop software known as Asset, its updates, and its connection to Include's cloud services.

"list prices" means the standard prices Include publishes or quotes for the Services at a given time."Personal Data" means personal information, personal data, or a similar term protected by an applicable privacy law, when that information is contained in Your Data.

"Professional Services" means implementation, company setup, data conversion, configuration, training, and similar services described in a Sales Document."Services" means GO, Include Asset, Professional Services, support, and any other product or service Include provides to you under these Terms.

"Subprocessor" means a service provider Include engages to process Personal Data on your behalf in connection with the Services.

"Subscription Term" means the period stated in a Sales Document during which you may use a Service, including each renewal.

"Third-Party Service" means a product or service that Include does not provide and that you choose to use with the Services, such as a payment processor, payroll provider, bank connection service, accounting system, or outside AI tool.

"Usage Data" means technical and statistical information about how the Services are used and perform, such as feature use, error rates, and response times, that does not include the content of Your Data and does not identify you, your Users, or any individual.

"Users" means the individuals you allow to sign in to the Services, such as your employees, contractors, and outside accountants.

"Your Data" means data, files, and content submitted to the Services by you, your Users, or your Clients, or on your behalf, including the records the Services create from it and AI Output.

3.1 Your right to use the Services. During each Subscription Term, and subject to these Terms and payment of the Fees, Include grants you a non-exclusive, non-transferable (except under Section 20), non-sublicensable right for your Users to use the Services in your Sales Documents for your internal business operations, within the plan, quantities, and limits stated in the Sales Document and the Documentation. The Documentation may explain technical requirements and reasonable-use limits, but it does not change Fees, purchased quantities, or other commercial rights stated in a Sales Document unless these Terms expressly allow that change.

3.2 Include Asset. If your Sales Document includes Include Asset, you may install and use it on computers you own or control during the Subscription Term. Updates are part of your subscription. Include Asset is licensed, not sold, and is provided in object code only. Your right to use it ends when your Subscription Term ends, and you must then uninstall it. You are responsible for the computers, operating systems, networks, and local backups that Include Asset runs on.

3.3 Mobile apps, devices, and browsers. GO's mobile apps are available through the Apple App Store and Google Play, and each store's terms also apply to your download. Apple and Google decide whether the apps are available in their stores and may change their requirements; Include is not responsible for their decisions. The apps can work without a connection and send changes when a connection returns; until then, those changes exist only on the device. The Services support the browsers, operating systems, and devices the Documentation lists. You are responsible for your devices, their security, and their connections. Include may limit the number of devices per account as the Documentation describes. Section 23 contains additional terms that Apple requires.

3.4 Changes to the Services. Include improves the Services continually and may add, change, or remove features. Include will not materially reduce the overall functionality of a Service you have ordered during its Subscription Term, except as Section 3.5 allows. Your only remedy for a breach of this commitment is the one in Section 16.1, as if the reduction were a defect Include did not correct.

3.5 Discontinuing a Service. Include may discontinue a Service, a product, or the Services as a whole by giving you at least 90 days' written notice. If it does, Include will refund the prepaid Fees for the discontinued Service for the period after it ends. During the notice period, Include will keep the ordinary export tools for that Service available to the extent reasonably practicable and, if the discontinuation materially affects your ability to retrieve Your Data, will provide reasonable transition assistance at no additional charge for a reasonable period, excluding custom development or conversion work.

3.6 Previews, trials, and free features. Features labeled beta, preview, early access, trial, or free, and any Service provided without charge, are for evaluation, may change or end at any time, and are excluded from the commitments in Sections 1.7(d), 3.4, 3.5, 5.5, 12.5 to 12.9, 14.4(c), 16.1, and 18.2. To the extent the law allows, Include has no liability for them.

3.7 Usage limits. To protect the Services for everyone, Include may limit storage, numbers of records, connector and API calls, messages, and similar usage, as the Documentation or your Sales Document describes. If your use exceeds a limit, Include may ask you to reduce it or to move to a plan that covers it. Include may review your usage once a year, and you will give Include reasonable information for the review. Seats, business units, add-ons, or other additions that you or an authorized administrator enable beyond your Sales Document are billed at its rates or, if it has none, at Include's then-current rates. Include will not convert an unapproved excess over a technical usage limit into a new paid subscription tier without first notifying an account administrator.

3.8 Third-Party Services. You choose whether to use Third-Party Services with the Services.    

(a) Third-Party Services are not part of the Services. Your use of each is governed by your agreement with its provider. These Terms, the commitments Include makes in them, and Include's Privacy Policy do not cover Third-Party Services, and Include does not control, support, or warrant them.    

(b) Include is not responsible or liable for a Third-Party Service itself, including its availability, accuracy, security, outages, errors, changes, fees, or handling of data after that data has been properly transmitted to it. This does not excuse Include from liability, subject to Section 17, to the extent a loss is caused by Include's own breach of these Terms or its failure to operate the connection with the security and care these Terms require.    

(c) You authorize Include to exchange Your Data with each Third-Party Service you connect, as needed for the connection to work.    

(d) If a provider changes or ends its service, or its terms no longer allow the connection, Include may change, suspend, or end support for that connection without liability. No Fees are refunded, and Section 3.4 does not apply, when that happens.    

(e) Naming a provider in these Terms or in the Services is not an endorsement of it.

3.9 Third-party content. Some information in the Services comes from third parties, such as maps, aerial imagery, address lookups, weather reports, and responses from AI models. Include does not warrant that third-party content is accurate, complete, or current, and is not liable for decisions made using it.

4.1 Administrators. You designate one or more account administrators who decide which people become Users, which roles and permissions each User has, and which business units each User can reach. You are responsible for granting access appropriately, reviewing it, and removing it when a User no longer needs it. A User can reach whatever the permissions you grant allow.

4.2 Users and credentials. You are responsible for your Users' use of the Services and their compliance with these Terms. Each User must have their own sign-in and must not share it. Access tokens, connector authorizations, and device activation codes are credentials too and must be protected the same way. Tell Include promptly if you learn of unauthorized use of your account. Subject to Include's obligation to use reasonable security procedures and to applicable law, Include may treat an action taken with a User's credentials, access token, or connector authorization, including a change to payout bank accounts or payroll settings, as authorized by you unless a failure of Include's own security caused the unauthorized action.

4.3 Enterprises, business units, and Affiliates. You may use the Services for more than one business unit, and an enterprise may hold several business units, as your Sales Documents list.    
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(a) Your Affiliates may sign their own Sales Documents under these Terms, and an Affiliate that does is bound as a Subscriber for those Services.  
 
(b) Administrators you designate at the enterprise level may be able to reach data across the business units you assign to them. When you add a business unit that is a separate company, you confirm that it has authorized you to bring it under your account and has authorized those administrators to reach its data.    
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(c) You are responsible for the business units, Affiliates, and Users that use the Services under your account, and any claim they have under these Terms must be brought by you.  

(d) Include moves a business unit, or its data, out of an enterprise only on the enterprise's written instruction or as a court or the law requires.

4.4 Your responsibilities. You are responsible for:    
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(a) the accuracy, quality, and legality of Your Data, and for having the rights to it;    
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(b) your business decisions and your compliance with the laws that apply to your business, including employment, wage and hour, tax, accounting, consumer protection, privacy, and communications laws;    
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(c) giving the notices and obtaining the consents the law requires to collect and use personal information through the Services, including from your Users and Clients;    
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(d) configuring the Services to suit your business; and    
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(e) reviewing the results the Services produce before you rely on them.

4.5 Location, photos, and voice from mobile devices. The mobile apps can record a device's location when a User clocks in or out and when a photo or capture is taken, and can use the camera, the photo library, voice dictation, and motion sensors. Voice dictation may be processed by the device's operating system provider, such as Apple or Google, to turn speech into text. You decide which features your Users use. You are responsible for telling your Users how their location, photos, and voice are collected and used, and for meeting any legal requirement that applies to monitoring employees.

4.6 Acceptable use. You and your Users must not:    
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(a) use the Services in violation of law or of anyone's rights, including intellectual property, privacy, and publicity rights;    
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(b) upload or send malicious code, or interfere with or disrupt the Services or the networks and systems that run them;    
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(c) access or try to access Services, accounts, or data you are not authorized to reach, or scan or test the security of the Services without Include's written permission;    
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(d) reach the Services by automated means, such as bots, scrapers, or browser agents signed in with a User's password, other than through the connectors and interfaces Include provides;    
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(e) copy, modify, reverse engineer, decompile, or create derivative works of the Services, except where the law expressly permits it despite this restriction;    
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(f) resell, sublicense, rent, or provide the Services to anyone other than your Users, except as a Sales Document allows;    
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(g) use the Services, or information obtained from them, to build or train a competing product or service;    
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(h) send unsolicited or unlawful messages, or messages without the consent the law requires;  

(i) store protected health information regulated by HIPAA unless Include has signed a Business Associate Agreement covering that use, full payment card numbers outside the payment fields designed for them, or other specially regulated data except in fields the Services expressly provide for that type of data (such as tax identification and bank account fields in payroll);    
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(j) use AI Output as the only basis for a decision that has a legal or similarly significant effect on an individual, such as hiring, termination, pay, or credit, without meaningful human review;    
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(k) present content drafted by AI Features to Clients or others in a misleading way, or fail to disclose an automated interaction where the law requires it;    
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(l) try to get around usage limits, safety controls, or the instructions that guide AI Features, or try to extract the prompts or models behind them; or    
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(m) use the Services to harass, defame, or harm anyone, or to publish content that is unlawful, deceptive, or discriminatory.

4.7 Suspension. Include may suspend all or part of your access to the Services:    
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(a) if an amount not disputed on time under Section 13.6 is more than 30 days overdue and remains unpaid 10 days after Include notifies you;

(b) if your use, or a User's use, violates Section 4.6 or creates a risk to the security, integrity, or availability of the Services or to others; or    
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(c) if the law, a court or government authority, or the rules of a payment processor, card network, or carrier require it.Include will give you notice before a suspension or, if that is not practical, promptly after it, will limit the suspension to what is reasonably needed, and will restore access once the cause is resolved. Fees continue during any suspension. During a suspension for nonpayment, Your Data is kept but cannot be reached or exported until the overdue amount is paid (Section 6.1).

4.8 Disputes over control of an account. If people disagree about who controls your account or a business unit, Include may rely on the person who signed the applicable Sales Document, may freeze changes to administrators until the disagreement is resolved, and is not liable for acting on that basis in good faith.

5.1 You own Your Data. As between you and Include, you own Your Data. Include does not claim ownership of it.

5.2 How Include uses Your Data. You grant Include a limited, worldwide license to host, copy, process, transmit, and display Your Data only as needed to provide, maintain, secure, and support the Services, to carry out your documented instructions (including instructions given through your Users, configured automations, and Third-Party Services you connect), to prevent misuse, to comply with law, and for the purposes Section

5.3 describes. Include does not sell Your Data, does not use Your Data for targeted or cross-context behavioral advertising, and does not use Your Data to train artificial intelligence models except as Section 7.2 allows with your written agreement. When Include processes Personal Data on your behalf, Section 5.11 applies in addition to this Section 5.2.5.3 Usage Data, analytics, and benchmarks.    

(a) Include may collect and use Usage Data to operate, secure, support, and improve the Services. Include owns Usage Data.    

(b) As part of the Services, Include records how each User uses them, such as pages viewed and features used, to support Users and to operate and improve the Services, under Section 5.11(a).    

(c) Include may combine information from Your Data with information from Include's other subscribers to create aggregated or de-identified statistics and benchmarks, such as typical prices or production rates, only when Include has taken reasonable measures so the information cannot reasonably be associated with a subscriber, User, Client, household, or individual. Include will not try to re-identify de-identified information, will require any recipient of it to observe any non-reidentification restriction applicable law requires, will not use it to train artificial intelligence models, and will not share pricing benchmarks in a form that would reasonably help competitors coordinate prices or other competitively sensitive conduct. Include owns these statistics.

5.4 Access by Include personnel. Include personnel are Include's employees and individual contractors, who are bound by confidentiality obligations and may work outside the United States. They access Your Data only when needed for support, implementation, data conversion, security, or troubleshooting, or as you request, and only to the extent needed for that purpose.

5.5 Subprocessors. Include uses the Subprocessors listed in Section 24 to host and deliver the Services, and they may process Personal Data for the functions listed there. Include requires each Subprocessor, by written agreement, to protect Personal Data and to meet processor or service-provider obligations materially equivalent to those Include owes you for the processing it delegates. Include may update Section 24 at any time:    

(a) before a new Subprocessor begins processing Personal Data, Include will publish the updated list and email your account administrators at least 30 days in advance, unless Include must replace or add a Subprocessor urgently to protect security, prevent a material service interruption, or comply with law, in which case it will give notice as soon as reasonably practicable; and    

(b) if you object on reasonable grounds and Include cannot address the objection, you may terminate the affected Service by written notice before the change takes effect, and Include will refund the prepaid Fees for that Service for the rest of the Subscription Term.

5.6 Where Your Data is hosted. Include hosts the Services in the United States. Include personnel and Subprocessors may access or process Your Data from other countries where reasonably necessary to perform their work. Where applicable law requires a particular mechanism or safeguard for an international transfer, the parties will cooperate in good faith to put it in place.

5.7 Security. Include maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Your Data against unauthorized access, use, alteration, or disclosure, including role-based permissions, encryption of data in transit, a separate GO database for each business unit, and personnel access limited as Section 5.4 describes, and will not materially reduce the overall security of the Services during your Subscription Term. You are responsible for the safeguards within your control, including who you give access to, the roles and permissions you assign, your Users' passwords and devices, and data you export, download, print, or send to Third-Party Services.

5.8 Security incidents. A "Security Incident" is unauthorized access to, or acquisition, use, disclosure, alteration, or destruction of, Your Data in systems controlled by Include or a Subprocessor that materially compromises the confidentiality, integrity, or availability of Your Data. If Include becomes aware of a Security Incident, Include will not unreasonably delay investigating or confirming it and will:    

(a) notify you without undue delay after confirmation, and no later than 72 hours after confirmation;    

(b) give you the information reasonably available to Include that you need to meet your own legal obligations, and supplement the notice as material information becomes available; and    

(c) take reasonable steps, and require the Subprocessor involved to take reasonable steps, to contain the Security Incident and reduce its effects.

Unsuccessful attempts that do not compromise Your Data, such as blocked sign-in attempts and network scans, are not Security Incidents. An outage or defect that does not compromise Your Data is governed by Sections 12 and 16 instead. Notifying you is not an admission of fault or liability. Section 17 applies to any liability arising from a Security Incident.

5.9 Exporting Your Data. While your account is active and not suspended under Section 4.7, you may export, download, and print Your Data yourself using the reports, exports, and downloads the Services provide, which Include may change over time. Export tools may leave out system logs, internal metadata, derived Usage Data, proprietary configuration data, and data that Include is not permitted to disclose. Include does not promise a particular format, or that a self-service export will reproduce every field or relationship in the Services. If you want a custom or assisted export, Include can provide it as a Professional Service at its standard rates under a Sales Document. Include will separately provide the assistance Section 5.11 requires for legally valid privacy-rights requests.

5.10 Your Clients. The Services let you send proposals, invoices, payment links, and other communications to your Clients, and give your Clients pages where they can view, sign, comment on, and pay for your work. Include provides these pages for you as your service provider. You are responsible for your relationship with your Clients, including your prices, proposal terms, invoices, and communications, and Include is not a party to your agreements with them. Information your Clients submit is Your Data.

5.11 U.S. data processing terms. This Section 5.11 applies to the extent Include processes Personal Data on your behalf and an applicable U.S. privacy law treats you as a controller or business and Include as a processor, service provider, or contractor. Terms such as controller, processor, business, service provider, contractor, consumer, sale, and sharing have the meanings the applicable law gives them.    

(a) Roles, instructions, purpose, and duration. You determine the purposes and means of processing Personal Data, and Include processes it on your documented instructions. Those instructions are to provide, secure, maintain, support, and improve the operation of the Services for you; perform Professional Services you order; carry out actions your Users request or configure; connect Third-Party Services you authorize; create aggregated or de-identified statistics under Section 5.3 only to the extent applicable law permits a processor or service provider to do so; prevent fraud, abuse, and security threats; and comply with law. Processing includes collecting, receiving, organizing, storing, retrieving, consulting, transmitting, displaying, modifying at your instruction, backing up, securing, and deleting Personal Data. Processing continues for the Subscription Term and the retention periods in Section 6.    

(b) People and data covered. Personal Data may concern your Users, employees, applicants, contractors, owners, Clients, prospective Clients, vendors, and other people whose information you or your Users place in the Services. Depending on how you use the Services, it may include identifiers and contact information; account and authentication data; employment, payroll, tax, government-identifier, and bank information; transaction and accounting records; precise or approximate location; photos and documents; communications; device, log, and usage information; and other information you choose to submit. You decide which Personal Data you place in the Services and are responsible for any sensitive data you choose to process, subject to Section 4.6(i).    

(c) Purpose limits; no sale or sharing. Include will process Personal Data only for the purposes in paragraph (a), your other documented instructions, or as applicable privacy law otherwise permits. Include will not sell or share Personal Data, use it for targeted or cross-context behavioral advertising, retain, use, or disclose it for an unrelated commercial purpose or outside the direct business relationship with you, or combine it with personal information received from another source except as applicable law permits a processor or service provider to do so. Include will provide the level of privacy protection for Personal Data that applicable law requires of a processor or service provider, and will notify you if Include determines it can no longer meet those obligations.    

(d) Confidentiality and security. Include will ensure that the people it authorizes to process Personal Data are bound by confidentiality obligations, and will maintain the safeguards described in Sections 5.7 and 15.    

(e) Assistance. Taking into account the nature of the processing and the information available to Include, Include will provide the reasonable assistance applicable law requires for you to respond to valid privacy-rights requests, investigate and give notice of Security Incidents, and conduct required data-protection, cybersecurity, risk, or automated-decision assessments relating to your use of the Services. If Include receives a privacy-rights request about Personal Data that Include processes only on your behalf, Include may direct the requester to you and will not respond on its own except as the law requires or you authorize.    

(f) Subprocessors. Section 5.5 governs Include's engagement of Subprocessors. Include will impose by written contract the privacy and security obligations applicable law requires for the Personal Data each Subprocessor processes on your behalf, and remains responsible for its Subprocessors to the extent these Terms and applicable law require, subject to Section 17.    

(g) Return and deletion. Include returns Personal Data by making the export tools in Section 5.9 available while your account is active and, where applicable law requires a return at the end of the Services that those tools did not provide, by providing an export of the Personal Data the law requires. Otherwise Include deletes Personal Data under Section 6, unless the law requires or permits Include to keep it.    

(h) Compliance information and assessments. On reasonable written request, Include will provide the information reasonably necessary to demonstrate compliance with this Section 5.11, which may include security summaries, policies, completed questionnaires, or third-party reports Include has. If applicable law requires an assessment those materials cannot reasonably satisfy, you may conduct, or appoint a qualified independent assessor to conduct, a reasonable assessment no more than once in any 12-month period, unless a Security Incident or a regulator requires another. Assessments must protect Include's and other subscribers' confidential information, avoid access to other subscribers' data and to production systems, minimize disruption, and be at your expense.    

(i) California. To the extent the California Consumer Privacy Act and its regulations apply to Personal Data, you may take reasonable and appropriate steps to help ensure that Include uses Personal Data consistently with your obligations under that law and, after notice, may require Include to stop and remediate unauthorized use. Include certifies that it understands and will comply with the restrictions and obligations that apply to it as a service provider or contractor.    

(j) Conflict. If an applicable privacy law requires a term about processor or service-provider processing that conflicts with another provision of these Terms, this Section 5.11 controls only to the extent needed to satisfy that law. The parties may sign a separate data processing addendum where a particular jurisdiction or subscriber reasonably requires one.

6.1 How long Include keeps Your Data. This section is Include's retention policy for Your Data. It applies however your subscription ends: by expiring, by not renewing, by cancellation, or by termination for any reason, including nonpayment.  

* While your subscription is active: Kept, whether or not anyone is using the Services. Records your Users delete may be kept in a hidden state until Your Data is deleted under this section, except that on written request Include will permanently delete specific records where needed to answer a legally valid privacy-rights request.  

* While suspended for nonpayment: Kept, but no one can reach or export it until the overdue amount is paid. If it is still unpaid 60 days after the suspension began, Include may end your subscription.  

* For 60 days after your subscription ends: Kept, with no access except as Section 6.3 allows. After paying what is owed, you can renew to restore access, or buy export help (Section 5.9).  

* After those 60 days: Scheduled for deletion from Include's live systems; deletion is ordinarily completed within the next 90 days, subject to Section 6.4. Deleted data cannot be recovered.  

* Backup copies: Remain until each backup expires on Include's backup schedule (Section 6.2).  

* Trials and evaluations: May be deleted at any time after the trial or evaluation ends, unless you subscribe.  

* GO Explore: May be deleted at any time after the GO Explore add-on ends.  

* Mobile devices: Removed when a device is retired in GO and next connects, or when the app is deleted from the device.

In short: Include keeps Your Data while you pay, keeps it for at least 60 days after your subscription ends, and then deletes it from live systems on the schedule above, subject to backups and the legal exceptions in Section 6.4.

6.2 Backups. Include backs up Your Data regularly so it can recover the Services from a failure. A backup is a copy of data at one point in time, so after Your Data is deleted from live systems, earlier copies may remain in backups until each backup expires on Include's schedule. Include keeps backup copies apart from ordinary use, does not use them for any new purpose, and does not restore a former subscriber's data from them. If a backup that contains data scheduled for deletion must be restored to recover the Services, Include will reapply the deletion in the ordinary course. Backups are not an archive you can access, and Include does not promise to restore data that you or your Users delete or change.

6.3 Keep your own copies as you go. Export or print the records you need to keep, including payroll, tax, accounting, and signed records, while your account is active and not suspended under Section 4.7. Include does not give access to Your Data, or export it, while your account is suspended for nonpayment or after your subscription ends, except as Section 6.1 allows. If you end a Service under Section 12.9(e), 14.3, 16.1, or 22.3, you may use its export tools for 30 days afterward.

6.4 Include's own records and legal requirements. Include keeps its own records about your account, such as Sales Documents, invoices, payments, and contact details, which are not Your Data, for as long as the law requires and its legitimate business needs continue. Include may keep Your Data longer than this section states only where the law requires it, or for a legal hold, an active dispute, or a fraud or security investigation, and protects it under these Terms while it does. Except for those purposes, Include has no obligation to keep Your Data after the periods in this section.

7.1 What AI Features do. AI Features include Van, the assistant built into GO, and features that read documents, extract information, draft and summarize text, answer questions about your records, and create or update records at a User's request. AI Features act with the permissions of the User who uses them: they can read and change only what that User can.

7.2 How AI Features use Your Data. To answer a request, AI Features send only the parts of Your Data reasonably needed for that request to the AI model providers listed in Section 24. Include uses those providers under commercial or enterprise terms under which inputs and outputs sent through their business interfaces are not used for general model training by default. Providers may keep request data for limited periods for safety, abuse monitoring, legal compliance, or features that require storage, as their business terms permit. Include does not use Your Data to train or fine-tune artificial intelligence models, its own or anyone else's, unless you agree in writing. AI Features that analyze your records for you, such as summaries or trends across your projects and communications, operate for your account and deliver their results only as your permissions and instructions allow.

7.3 AI Output and AI actions. As between you and Include, AI Output is Your Data. AI Output can be wrong, incomplete, or out of date, may leave out relevant context, and may resemble output generated for others. Review it before you rely on it or act on it. AI Output is not legal, tax, accounting, payroll, financial, engineering, or safety advice. An action an AI Feature takes in response to a User's instruction, or under an automation an authorized User configured, is treated as your action, subject to Include's obligation to carry out the instruction with reasonable care. You are responsible for configuring permissions and for reviewing consequential actions where review is available. Email, text messages, and payment requests cannot be recalled once sent.

7.4 Credits and AI usage. Your Sales Document states the credits included each month for your business units.    

(a) Included credits pay for AI Features and, where your Sales Document or the Documentation says so, for text messages, storage beyond the amount included, and similar metered usage. Unused included credits do not carry over to the next month.    

(b) You may buy additional credits at the rates in your Sales Document or the Documentation. Bought credits are used after included credits and expire 12 months after purchase. Bought credits are not refundable, except as Sections 1.7(d), 3.5, 5.5, 12.9(e), 14.4(c), 16.1, and 22.3 provide for prepaid Fees.    

(c) If your Sales Document allows it, usage beyond your included and bought credits is billed monthly in arrears at its rates. Otherwise, when both are used up, Include may limit AI Features to a reduced mode, and pause other metered usage, until more credits are available, rather than charging you.    

(d) Usage through connectors, automations, and connected tools counts toward your credits. Include may change, with notice, how many credits an action uses, effective from the next month.    

(e) Include's usage records determine your usage. Users with the right permission can see your AI usage in the Services, and you may dispute a usage charge under Section 13.6.    

(f) Include may limit, slow, or pause AI Features when usage threatens the performance or security of the Services, and will restore normal service as soon as practical. A change to an AI Feature caused by an AI model provider is not a reduction under Section 3.4.

7.5 Outside AI tools. GO lets your Users connect outside AI assistants and other software to your GO data through Include's connectors. A connected tool acts with the permissions of the User who connected it and can read Your Data and, where that User's permissions allow, change it. Data a connected tool receives leaves Include's systems and is governed by your agreement with that tool's provider. Connected tools are Third-Party Services, and Include is not responsible for anything a connected tool reads, creates, changes, sends, or deletes, inside or outside GO.

8.1 Include is not a financial institution. Unless a Sales Document or applicable Processor Terms expressly state otherwise for a future offering, Include is not a bank, money transmitter, payment processor, accounting firm, tax preparer, payroll tax filer, or fiduciary, and does not hold, receive, or move your funds.

8.2 Payment processing. Card and bank payments made through GO are processed by third-party payment processors, currently Global Payments and JustiFi. To accept payments, you must enter into an agreement directly with a processor ("Processor Terms"). Processors are Third-Party Services.    

(a) The processor, not Include, decides whether to approve your account, sets reserves and holds, settles funds to your bank account, and handles chargebacks. Disputes about approval, settlement, holds, reserves, chargebacks, and processor fees are between you and the processor.    

(b) You are responsible for refunds, returns, chargebacks, and the related fees for your transactions. If a processor or card network charges Include a fine, fee, chargeback, or other amount because of your transactions, you will reimburse Include.    

(c) You authorize Include to share with the processor the information needed to set up and operate your payment account.    

(d) Include may receive compensation from a processor based on your payment volume. This does not change the fees you agree to in your Processor Terms.

8.3 Saved payment methods and automatic payments. When your Clients save a card or bank account, or enroll in automatic payments, through pages the Services provide, you must get each Client's authorization as card network rules, Nacha rules, and the law require, including the amount, how often and for how long charges will be made, and how to cancel. You must honor cancellations and charge the correct amounts. Automatic payments stop when your subscription or your processor account ends. You must comply with the Payment Card Industry Data Security Standard to the extent it applies to you, and must not enter full card numbers anywhere except the payment fields provided for them.

8.4 Bank connections. If you connect a bank account through a bank connection service such as Plaid, you authorize that service to retrieve your account and transaction information and share it with Include for use in the Services, and that service's own terms and privacy policy apply to the retrieval. Bank connection services are Third-Party Services. Bank data can be late, incomplete, or duplicated, is not an official record of your accounts, and must be reconciled to your bank statements. Bank connections can stop working, and Fees are not reduced when they do.

8.5 Payroll tools. GO can calculate pay, withholding, and related amounts from the information and settings you provide and the tax rates Include makes available, which you must confirm, can prepare payroll and certified payroll reports, and can send payroll data to a payroll provider you connect, which is a Third-Party Service. You are the employer, and you are solely responsible for:    

(a) the accuracy of employee information, pay rates, hours, classifications, and settings;    

(b) reviewing and approving every payroll before you pay it;    

(c) paying your employees;    

(d) withholding, depositing, and paying taxes, and filing returns and reports, including certified payroll reports, with every government agency; and    

(e) complying with wage and hour and prevailing wage laws.Unless a Sales Document expressly says otherwise, Include does not file returns, deposit taxes, or submit reports to any agency for you; an action in GO that marks a report as submitted records your own submission and sends nothing to the agency. Include may rely on the information and settings you provide without checking them. The Services may not support every tax, jurisdiction, wage rule, or union agreement that applies to you, and you are responsible for confirming that results fit your situation. Include's obligation for an error in a calculation the Services made is the one in Section 16.1. For a result an agency questions, you must forward the agency's notice to Include promptly. Section 17 limits Include's liability for payroll results, including tax penalties and interest.

8.6 Accounting tools. GO's general ledger, payables, receivables, bank register, project cost, and reporting tools record and report the information you enter or approve. You are responsible for your books and records, your accounting and tax positions, and your financial statements. If you use GO to calculate sales or other taxes on your invoices, you are responsible for the rates and settings you use and for collecting, reporting, and paying those taxes. The reports and calculations the Services produce support your decisions; they are not accounting or tax advice.

9.1 How it works. GO lets you send proposals and other documents to your Clients, who can review them and accept them electronically by typing their name and confirming a consent statement. GO records the signer's name and email address, the time, the signer's IP address and browser information, the consent statement, and the exact version of the document accepted, and produces a signed copy.

9.2 Include is not a party. Include provides the tool that records acceptance. Include is not a party to any document you send through the Services and makes no representation about whether a document, or the transaction it describes, is valid or enforceable. Section 22.8 applies to requests for records or testimony about these documents.

9.3 Your responsibilities. You are responsible for:    

(a) deciding whether electronic acceptance is appropriate and legally effective for each document. Some documents cannot be signed electronically under the federal Electronic Signatures in Global and National Commerce Act ("ESIGN") or state law, such as wills and testamentary trusts, many family law documents, court orders and notices, and certain notices of cancellation, default, foreclosure, or eviction;

(b) meeting any requirement for consumer consent and disclosures before a consumer signs electronically, including any applicable requirements about affirmative consent, paper copies, withdrawal of consent, hardware and software requirements, and electronic confirmation of access under ESIGN or similar state law;    

(c) sending documents to the right person and using any additional identity check you need, because anyone with access to the link can open and accept the document;    

(d) giving signers a copy of what they signed where the law requires it; and    

(e) keeping signed records for as long as the law requires (Section 6.3).9.4 Records. Signed records and their history are part of Your Data and are kept under Section 6.

10.1 Messages you send. The Services send email and text messages on your behalf to your Users, Clients, vendors, and others, such as proposals, invoices, payment reminders, and notifications. You are the sender of these messages. You are responsible for their content and for complying with the laws and rules that apply to them, including the Telephone Consumer Protection Act, the CAN-SPAM Act, state laws, and carrier and messaging registration requirements, which includes obtaining any required consent, identifying your business, and honoring opt-out requests.

10.2 Sending rules and delivery. Include may require you to verify your sending domain or phone numbers, may set sending limits, and may suspend messages that generate complaints, carrier blocks, or legal risk. Delivery depends on carriers, mailbox providers, and messaging services that Include does not control, so Include does not guarantee that a message will be delivered, delivered on time, or not filtered as spam.

10.3 Inbound email. The Services may give you email addresses that receive messages into GO. Messages received this way become Your Data.

10.4 Messages from Include. Include sends you and your Users service messages about accounts, security, billing, and changes to the Services, by email, in the Services, or by push notification. Service messages are part of the Services and cannot be turned off. You may opt out of marketing messages at any time.

11.1 What it is. GO Explore, where your Sales Document includes it, is a separate test business unit that holds a copy of your live data as of the time it is created or refreshed, for testing and training.

11.2 Separate from your live data. Changes made in GO Explore do not affect your live data. Live payments and text messages are turned off in GO Explore, and email is limited to addresses in your own domain.

11.3 Refreshing and resetting. Refreshing GO Explore replaces all of its data with a new copy of your live data. Include may reset or remove a GO Explore environment at any time, and GO Explore is not backed up for your use. Do not keep information only there.

11.4 Same protection. Sections 5.7, 5.8, and 15 apply to Your Data in GO Explore as they do to your live business units.

12.1 Professional Services. Include will perform the Professional Services described in your Sales Document in a professional and workmanlike manner. Timelines are estimates. You will give Include timely access to the information, people, and systems needed. Delays you cause may extend timelines and may result in additional Fees at Include's standard rates.

12.2 Data conversion. When Include converts data you provide from another system, including Include Asset, Include's responsibility is to transfer that data into the Services in a readable, usable form. You are responsible for the accuracy and completeness of the source data, for reviewing and approving the converted data before it goes live, and for corrections after you approve it.

12.3 Training. Training beyond what your Sales Document includes is available at Include's standard rates.

12.4 Support. Include provides support through the channels the Documentation describes, Monday to Friday, 8:00 a.m. to 6:00 p.m. Eastern Time, excluding U.S. federal holidays ("Business Hours"); a "business day" is a day with Business Hours. Include assigns each request a severity, reasonably and taking your description into account, and aims to respond within these times:  

* Severity 1: the Services are unavailable, or sign-in, time tracking, payroll, or invoicing cannot be used by any User and there is no workaround: 4 Business Hours. Enterprise: 1 hour, at any time, through the urgent channel.  

* Severity 2: a core function is impaired, affects only some Users, or has a workaround: 1 business day. Enterprise: 4 Business Hours.  

* Severity 3: questions, minor defects, and requests: 2 business days. Enterprise: 1 business day.

Response times are targets, not guarantees, and the time to resolve an issue depends on its nature.

12.5 Service levels. Each Sales Document names a service level, Standard or Enterprise; if it names none, Standard applies. Enterprise applies only when your Sales Document includes it, for the Fees stated there. Sections 12.5 to 12.9 apply from November 1, 2026. Include will make GO available at least:    

(a) 99.5% of each calendar month under Standard; and    

(b) 99.9% of each calendar month under Enterprise.

12.6 How availability is measured. Include's external monitoring service checks every minute, from several locations, that the GO web application loads and that a health check confirming GO's databases respond succeeds. A minute counts as unavailable only if checks from at least two locations fail. Monthly availability is the number of minutes in the month, less excluded minutes, in which GO was available, divided by the number of minutes in the month less excluded minutes. Include's monitoring records determine availability, and Include publishes service status and incident updates as the Documentation describes.

12.7 What is not counted. A minute is excluded when unavailability results from:    

(a) planned maintenance that Include announces at least 48 hours in advance (5 business days for Enterprise) and performs during Include's maintenance window, Sundays from midnight to 4:00 a.m. Eastern Time, or at another time you agree to;    

(b) emergency changes needed to address a security risk or prevent harm to the Services, kept as short as reasonably possible;    

(c) Third-Party Services, AI model providers, payment processors, and the delivery of email and text messages;    

(d) synchronization delays in the mobile apps, which keep working without a connection;    

(e) your or your Users' equipment, networks, internet service, browsers, configurations, or use contrary to these Terms or the Documentation;    
(f) a suspension under Section 4.7 or an event under Section 22.3;    

(g) features labeled beta, preview, early access, or trial, GO Explore, and Services provided without charge; or    

(h) slowness or impairment of individual features while GO as a whole is available.

12.8 Service credits. If monthly availability falls below your service level, Include will credit the following percentage of that month's subscription Fees for GO, including any Enterprise fee, under the affected Sales Document (one twelfth of the annual amount on an annual plan):  

* Below 99.9%: None. Enterprise: 10%.  

* Below 99.5%: 5%. Enterprise: 25%.  

* Below 99.0%: 10%. Enterprise: 50%.

To receive a credit, ask Include in writing within 30 days after the end of the month. Include will apply the credit to your next invoice or, if your subscription has ended and no invoice will follow, refund it. Credits for a month may not exceed 10% of that month's subscription Fees under Standard or 50% under Enterprise, and are not available for a month in which an undisputed amount was overdue. Service credits are your only remedy for unavailability, except for the termination rights in Sections 12.9(e) and 22.3.

12.9 Enterprise service levels. When your Sales Document includes Enterprise, Include will also:    
(a) staff the urgent channel the Documentation describes at all times, with a one-hour response target (Section 12.4) for Severity 1 issues reported through it;    
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(b) send a written incident report within 5 business days after resolving a Severity 1 incident, describing the cause and the steps taken to prevent it from recurring;    
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(c) name an account contact and, on request, hold a quarterly service review;    
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(d) give at least 5 business days' notice of planned maintenance; and    
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(e) if monthly availability falls below 99.9% in any three months within a six-month period, allow you to end the Enterprise service level, or the affected Service, by written notice within 30 days after the third or any later such month, and refund the prepaid Fees for what you end for the rest of the Subscription Term. If you end only the Enterprise service level, Standard applies from then on.

13.1 Fees. You will pay the Fees stated in each Sales Document. Include's list prices may change at any time. The prices, discounts, and scheduled price changes in a Sales Document are fixed for its Subscription Term, except that Section 7.4(d) applies to how usage is measured in credits.

13.2 Usage-based Fees. Some Fees depend on usage, such as AI usage above your allowance or additions you request during a Subscription Term. They are charged as your Sales Document states or, if it is silent, at Include's then-current rates.

13.3 Invoices and payment. Unless a Sales Document states otherwise, Include invoices subscription Fees annually in advance and usage-based Fees monthly in arrears, and each invoice is due within 30 days of its date. If you pay by card or bank debit, you authorize Include and its payment processor to charge the payment method you provide for all Fees when due, including recurring Fees, and you will keep that payment method current. Include may use card network updater services to keep a card on file current.

13.4 Renewal pricing. Renewals are at Include's then-current list prices unless your Sales Document sets renewal pricing or a limit on increases. For a Subscription Term of one year or longer, if a renewal would increase the recurring subscription price beyond an increase already stated in your Sales Document, Include will send you written notice of the new price at least 30 days before the non-renewal deadline under Section 14.2 or your Sales Document. If the notice is late, you may give notice of non-renewal within 30 days after receiving it.

13.5 Late payment. Overdue undisputed amounts accrue a late charge of 1.5% per month, or the highest rate the law allows if that is lower, from the due date until paid. You will reimburse Include's reasonable costs of collecting overdue amounts, including reasonable attorneys' fees. Section 4.7 describes suspension for nonpayment.

13.6 Billing disputes. If you believe an invoice is wrong, tell Include in writing within 30 days of the invoice date and explain why, and pay the undisputed part on time. While you and Include work in good faith to resolve a dispute raised on time, no late charge applies to the disputed amount and Include will not suspend the Services because of it. Except for fraud or a manifest billing error, amounts not disputed within 30 days are final. Include may correct billing errors it finds at any time, subject to applicable law.

13.7 No setoff. You may not withhold or offset amounts you owe Include against amounts you claim Include owes you, except for service credits applied under Section 12.8.

13.8 Fees are non-refundable. Fees are non-cancelable and non-refundable, and a Subscription Term cannot be ended early for convenience, except as Sections 1.7(d), 3.5, 5.5, 12.8, 12.9(e), 14.4(c), 16.1, 18.2, and 22.3 expressly provide.

13.9 Plans, brackets, and growth. Your Sales Document names your plan and the bracket your price is based on, for the business units it lists.  

(a) Include determines your bracket from records in the Services, such as the people you pay, the Users or devices you have, or the sites you serve, as your Sales Document describes. Include checks it at each anniversary of your Subscription Term and may check it at other times.  

(b) If you are above your bracket, the price of the bracket that fits applies from the start of your next contract year, at the same discount your Sales Document gives, without renegotiation, and your Subscription Term does not restart. If you are below your bracket, the lower bracket's price applies from your next renewal.    

(c) A business unit, company, or Affiliate that you add or acquire is not covered by an existing Sales Document's bracket, included amounts, or unlimited features. It is added under its own Sales Document, at its own bracket.    

(d) Anything a Sales Document describes as unlimited is unlimited only within the business units it lists, and remains subject to the reasonable-use limits in Section 3.7.

13.10 Taxes. Fees do not include taxes. You are responsible for all sales, use, value added, goods and services, and similar taxes, duties, and government charges on your purchases, except taxes on Include's net income. Where Include must collect a tax, it will add the tax to your invoice. If the law requires you to withhold tax from a payment, you will increase the payment so that Include receives the full amount it would have received without the withholding. Include may rely on the billing address in your Sales Document to determine where you receive the Services for tax purposes.

14.1 Term. These Terms apply from the date you accept them until every Subscription Term has ended and the obligations that continue after termination have been met.

14.2 Automatic renewal. Unless your Sales Document says otherwise, each Subscription Term renews automatically for one year, or for the original length if that was shorter. To stop a renewal, either party must give written notice at least 60 days before the term ends, or, for a monthly term, before the next month begins. Include will also send any renewal reminder or other notice that applicable law requires.

14.3 Termination for cause. Either party may terminate a Sales Document by written notice if the other party materially breaches these Terms or that Sales Document and does not cure the breach within 30 days after receiving written notice describing it. Either party may also terminate by written notice if the other becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of a bankruptcy, receivership, or similar proceeding that is not dismissed within 60 days. Include may also terminate a Sales Document if an amount remains unpaid 60 days after a suspension under Section 4.7(a) began; that is a termination for your uncured material breach.

14.4 Effect of termination. When a Sales Document ends:    

(a) your right to use the Services under it ends, and you must stop using them and uninstall Include Asset;    

(b) you will pay all Fees owed through the end date;    

(c) if you terminated for Include's uncured material breach, Include will refund the prepaid Fees for the rest of the Subscription Term, calculated by days of service;    

(d) if Include terminated for your uncured material breach, the unpaid Fees for the rest of the Subscription Term become due immediately; and  

(e) Section 6 governs Your Data.14.5 Survival. Sections 5.4 to 5.8 and 5.11 (while Include holds Your Data), 6, 8.2, 12.8 (for credits already earned), 13 (for amounts owed), 14.4, 15, 16.4, 16.5, 17, 18, 19, 21, and 22, and any other provision that by its nature should continue, survive the end of these Terms.

15.1 What is confidential. "Confidential Information" means non-public information that one party (the "Discloser") gives the other (the "Recipient") that is marked confidential or that a reasonable person would understand to be confidential. Your Data is your Confidential Information. Include's Confidential Information includes non-public information about the Services, its security practices, its pricing, and the terms of your Sales Documents.

15.2 Protecting it. The Recipient will use the Discloser's Confidential Information only to perform its obligations and exercise its rights under these Terms, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, advisors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as these.

15.3 Exceptions. Confidential Information does not include information that is or becomes public through no fault of the Recipient, was known to the Recipient without restriction before the Discloser gave it, is received from a third party without a duty of confidentiality, or is independently developed without use of the Discloser's Confidential Information.

15.4 Required disclosure. The Recipient may disclose Confidential Information when the law or legal process requires it, if the Recipient gives the Discloser prompt notice where the law allows, gives reasonable help at the Discloser's expense if the Discloser seeks protection, and discloses only what is required.

15.5 How long it lasts. These obligations last while you use the Services and for three years afterward and, for trade secrets and Your Data, for as long as the information remains a trade secret or Include holds Your Data.

16.1 Performance and defects. Include will provide the Services in all material respects as the Documentation describes. Software can have defects. If you report a defect to Include in writing, with enough detail to reproduce it, Include will use reasonable efforts to correct it or provide a workaround. A result that is correct for the information and settings entered is not a defect. If the Services do not perform in all material respects as the Documentation describes, and Include does not correct the problem or provide a reasonable workaround within 30 days after your report, you may terminate the affected Service by written notice, and Include will refund the prepaid Fees for that Service for the rest of the Subscription Term. If Professional Services were not performed in a professional and workmanlike manner and you tell Include within 30 days after they were performed, Include will perform them again or, if it cannot, refund the Fees paid for them. THE REMEDIES IN THIS SECTION 16.1 ARE YOUR ONLY REMEDIES FOR ANY FAILURE OF THE SERVICES TO PERFORM AS THIS SECTION DESCRIBES, INCLUDING DEFECTS, AND FOR DEFICIENT PROFESSIONAL SERVICES. SECTION 12 ALONE GOVERNS UNAVAILABILITY.

16.2 Include's commitments. During your Subscription Term, Include will not materially reduce the overall security of the Services (Section 5.7) and will not knowingly introduce malicious code into the Services.

16.3 Authority and rights. Each party represents that it has the authority to enter into these Terms. You represent that you have all rights and consents needed for Your Data and for Include to use it as these Terms describe.

16.4 Disclaimer. EXCEPT FOR THE COMMITMENTS THESE TERMS EXPRESSLY MAKE, THE SERVICES, AI OUTPUT, AND EVERYTHING ELSE INCLUDE PROVIDES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, INCLUDE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. INCLUDE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT SECURITY SAFEGUARDS WILL PREVENT EVERY UNAUTHORIZED EVENT, THAT DATA WILL NEVER BE LOST, OR THAT RESULTS, CALCULATIONS, OR AI OUTPUT WILL BE ACCURATE OR COMPLETE. INCLUDE IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES OR THIRD-PARTY CONTENT, OR FOR ANY FAILURE, ERROR, OR CHANGE IN THEM.

16.5 Not professional advice. Nothing in the Services, including AI Output, reports, and calculations, is legal, tax, accounting, payroll, financial, or other professional advice, and using the Services does not create a professional relationship with Include. Consult qualified professionals before acting on it.

17.1 No indirect damages. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY. INCLUDE WILL NOT BE LIABLE FOR TAX PENALTIES OR INTEREST, OR FOR THE RESULTS OF DECISIONS MADE USING AI OUTPUT, REPORTS, OR CALCULATIONS. If Your Data is lost or corrupted because Include breached Section 5.7 or 6.2, Include will restore the affected data from its most recent available backup at no charge, and this Section 17.1 does not exclude, within Section 17.2, your reasonable cost of re-entering data that could not be restored.

17.2 Liability cap. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES, FOR ALL CLAIMS TOGETHER, WILL NOT EXCEED AN AMOUNT EQUAL TO THREE MONTHS OF SUBSCRIPTION FEES UNDER ALL OF YOUR SALES DOCUMENTS, AT THE RATES IN EFFECT WHEN THE FIRST EVENT GIVING RISE TO LIABILITY OCCURRED, EXCLUDING USAGE-BASED FEES AND PROFESSIONAL SERVICES FEES, OR ONE HUNDRED U.S. DOLLARS (US$100) IF NO SUBSCRIPTION FEES APPLY. THIS CAP APPLIES ONCE, IN TOTAL, TO YOU, YOUR AFFILIATES, AND EVERY BUSINESS UNIT UNDER YOUR ACCOUNT, AND SERVICE CREDITS PAID OR APPLIED COUNT TOWARD IT. REFUNDS OF PREPAID FEES THAT THESE TERMS PROVIDE ARE PAID IN FULL EVEN IF THEY EXCEED THIS CAP, AND THEY COUNT TOWARD IT.

17.3 Exceptions. Sections 17.1 and 17.2 do not limit:    

(a) your obligations to pay Fees and any other amount these Terms require you to pay or reimburse, including under Sections 8.2(b), 13.5, 13.10, and 22.8;    

(b) your obligations under Section 18.1;    

(c) your liability for breaching Section 4.6 or for infringing or misappropriating Include's intellectual property; or    

(d) either party's liability for its fraud or willful misconduct, or any liability the law does not allow to be limited.

17.4 Why these limits apply. The Fees reflect this allocation of risk, and the limits in this Section 17 apply even if a remedy fails of its essential purpose.

18.1 Your indemnity. You will defend Include and its officers, directors, employees, and agents against any claim, demand, suit, or proceeding brought by a third party, including a government authority, your Users, your Clients, or your employees, arising out of or relating to:    

(a) Your Data;    

(b) your or your Users' use of the Services in breach of these Terms or the law;    

(c) messages sent through the Services on your behalf;    

(d) your agreements, transactions, and payments with your Clients, including documents signed through the Services; or    

(e) your payroll, employment, and tax obligations.

You will pay the damages, settlements, fines, penalties, and reasonable costs and attorneys' fees finally awarded or agreed in settlement. This Section 18.1 does not apply to the extent a claim is caused by Include's material breach of these Terms, gross negligence, willful misconduct, or fraud.

18.2 Include's intellectual property defense. Include will defend you against any claim brought by a third party alleging that the Services, as Include provides them and you use them under these Terms, infringe an issued United States patent, a United States copyright, or a registered United States trademark, and will pay the damages and costs finally awarded or agreed in settlement. Include has no obligation for a claim arising from Your Data, Third-Party Services, third-party content, a combination with products or data Include did not provide or specify if the claim would not exist without the combination, a change Include did not make, or use in breach of these Terms. If the Services are or may be found to infringe, Include may get the right for you to keep using them, modify them so they do not infringe, or end the affected Service and refund the prepaid Fees for it for the rest of the Subscription Term. Amounts payable under this Section 18.2 are direct damages for purposes of Section 17.1. This Section 18.2 is Include's entire obligation for infringement claims and is subject to Section 17.2.

18.3 Process. The party seeking a defense will notify the other promptly of the claim (a delay relieves the defending party only to the extent it harms the defense), give the defending party control of the defense and settlement, and cooperate reasonably at the defending party's expense. The defending party may not settle a claim in a way that admits fault by the other party or imposes obligations on it without that party's written consent. The defended party may take part with its own counsel at its own expense.

19.1 Include's property. Include and its licensors own the Services, the software, the Documentation, Usage Data, the aggregated statistics described in Section 5.3, and all improvements to them, including improvements made using your feedback. These Terms grant you only the rights they expressly state.

19.2 Feedback. If you or your Users give Include suggestions or ideas about the Services, Include may use them without restriction or obligation to you.

19.3 Trademarks. You may not use Include's names, logos, or trademarks without Include's written permission. Other trademarks that appear in the Services belong to their owners.

19.4 Publicity. Include will not use your name or logo in its marketing without your permission.

19.5 Copyright complaints. If you believe content in the Services infringes your copyright, send a notice to Include's designated copyright agent at legal@include.com and to the Legal mailing address in Section 22.4, with the information the Digital Millennium Copyright Act requires. Include may remove or disable access to content that it reasonably believes infringes, and may terminate repeat infringers where appropriate. This section does not create a safe harbor unless Include has met the statutory requirements that apply to it.

20.1 Assignment. Neither party may assign these Terms or a Sales Document without the other's written consent, except that either party may assign them without consent to a successor in a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or of the business these Terms relate to, if the successor agrees in writing to be bound by them. The assigning party will notify the other. Any other attempted assignment is void.

20.2 Successors. These Terms bind and benefit the parties and their permitted successors and assigns. A change in either party's ownership does not change your ownership of Your Data or Include's obligations under these Terms.

20.3 If Include stops providing the Services. Section 3.5 applies if Include stops providing the Services entirely, other than through an assignment under Section 20.1.

21.1 Informal resolution first. Before either party starts a lawsuit, it will send the other a written description of the dispute, and the parties will try in good faith to resolve it for 30 days. This does not apply to an action to collect Fees or to seek injunctive relief.

21.2 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

21.3 Where disputes are heard. Any dispute arising out of or relating to these Terms or the Services will be heard only in the state or federal courts located in New Castle County, Delaware, and each party consents to their jurisdiction. Despite the previous sentence, Include may also bring an action to collect Fees, or to protect its intellectual property or Confidential Information, in the courts where you are located.

21.4 No class or representative actions. TO THE FULLEST EXTENT THE LAW ALLOWS, AND EXCEPT AS SECTION 4.3(c) REQUIRES, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS OWN NAME, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

21.5 Jury trial waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

21.6 Time to bring a claim. To the extent the law allows, a claim arising out of or relating to these Terms or the Services, other than a claim for unpaid Fees, must be brought within two years after it arises.

21.7 Injunctive relief. A breach of Section 4.6, 15, or 19 may cause harm that money cannot adequately remedy, and the harmed party may seek injunctive relief in addition to its other remedies.

22.1 Government users. If you are a government entity that the law prevents from accepting Sections 21.2 to 21.5, those sections apply to you only to the extent the law allows. For U.S. federal government entities, these Terms are governed by federal law and, where federal law does not apply, by Delaware law. The Services are commercial computer software and commercial computer software documentation, and the U.S. government's rights in them are limited to those in these Terms.

22.2 Export and sanctions. You will comply with U.S. export control and sanctions laws. You represent that you and your Users are not located in a country subject to a U.S. embargo and are not on a U.S. government list of restricted parties.

22.3 Events beyond control. Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, labor disputes, government action, failures of public utilities or of internet or communications networks outside the control of Include and its Subprocessors, and large-scale denial-of-service events that reasonable safeguards cannot prevent. An outage of Include's hosting or database providers, or a Security Incident, is not such an event, and this Section does not excuse Sections 5.7, 5.8, or 6.2. The affected party will use reasonable efforts to reduce the effects and resume performance. If such an event prevents Include from providing a Service for more than 30 consecutive days, either party may terminate the affected Service by written notice, and Include will refund the prepaid Fees for it for the rest of the Subscription Term.

22.4 Notices. Notices to Include go to legal@include.com, or by mail to Include Software Corporation, Attention: Legal, 390 NE 191st Street, Suite 8978, Miami, Florida 33179. Courier deliveries that need a street address go to Include Software Corporation, 300 SW 1st Avenue, Suite 155, Fort Lauderdale, Florida 33301. Include may send notices to the email addresses of your account administrators or to the notice address in your Sales Document, or post operational notices in the Services. An email notice is effective when sent to the designated address if the sender does not receive an automated delivery-failure notice. Notices of breach, termination, non-renewal, a material price increase, or a material change to these Terms must be sent by email or another written method reasonably calculated to reach the recipient; an in-product post alone is not enough for those notices.

22.5 Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

22.6 Subcontractors. Include may use subcontractors to perform the Services, subject to Section 5.5 for any that process Personal Data, and its responsibility for them is subject to Sections 17 and 22.3.

22.7 No third-party beneficiaries. These Terms give no rights to anyone other than the parties, except as Section 23 provides for Apple.

22.8 Records and testimony. Include has no duty to produce records or give testimony in disputes between you and others, except as the law requires. If the law requires Include to respond to a subpoena or similar request about a matter of yours to which Include is not a party, you will reimburse Include's reasonable costs of responding, including attorneys' fees.

22.9 Waiver and severability. A failure to enforce a provision is not a waiver of it. If a provision is held unenforceable, it will be enforced to the maximum extent permitted, and the rest of these Terms remain in effect.

22.10 Entire agreement. These Terms and your Sales Documents are the entire agreement about their subject matter and replace all prior and contemporaneous agreements, proposals, and statements about it.

22.11 Signatures and counterparts. Sales Documents may be signed electronically and in counterparts.

22.12 Interpretation. Headings are for convenience only. "Including" means "including without limitation."

If you or your Users download a GO mobile app from the Apple App Store:    

(a) these Terms are between you and Include, not Apple, and Include, not Apple, is solely responsible for the app and its content;    

(b) your right to use the app is limited to Apple-branded products that you own or control, as the App Store's Usage Rules permit;    

(c) Apple has no obligation to provide maintenance or support for the app;    

(d) if the app fails to conform to an applicable warranty, you may notify Apple, and Apple will refund the purchase price of the app, if any; Apple has no other warranty obligation for the app;    

(e) as between Include and Apple, Include, not Apple, is responsible for addressing any claims relating to the app, including product liability claims, claims that the app fails to meet a legal or regulatory requirement, and consumer protection claims;    

(f) as between Include and Apple, Include, not Apple, is responsible for investigating, defending, settling, and discharging any claim that the app infringes a third party's intellectual property rights;    

(g) you must comply with any third-party terms that apply when you use the app, such as your wireless carrier's terms;    

(h) the representations in Section 22.2 apply to your use of the app; and    

(i) Apple and its subsidiaries are third-party beneficiaries of this Section 23 and may enforce it against you.

This Section 23 allocates responsibility between Include and Apple only and gives you no right to defense or indemnity beyond Section 18.2. Questions and complaints about the app go to Include at the contact details in Section 22.4.

Current as of Version 2026.2; Section 5.5 explains how this list is updated. These are the material Subprocessors that may process Your Data to host and deliver the Services:  

* Laravel Cloud: Application hosting. Data it handles: Your Data processed by the GO web application.  

* PlanetScale: Database hosting. Data it handles: Your Data stored in GO's databases.  * Cloudflare: File storage and document rendering. Data it handles: Files, photos, documents, and signed copies.  

* PowerSync (JourneyApps): Mobile data sync. Data it handles: Data synced to and from the mobile apps.  

* Amazon Web Services: Include Asset cloud synchronization and Include's earlier cloud services. Data it handles: Include Asset data and data in those earlier services.  

* OpenAI: AI models. Data it handles: Data sent with AI requests.  

* Anthropic: AI models. Data it handles: Data sent with AI requests, such as documents to be read.  

* Postmark (ActiveCampaign): Email delivery and inbound email. Data it handles: Email addresses and message content.  

* Twilio: Text messages. Data it handles: Phone numbers and message content.  

* Google (Firebase Cloud Messaging and Maps Platform): Push notifications and route planning. Data it handles: Device tokens, notification content, and route locations.  

* Expo: Push notifications for the mobile apps. Data it handles: Device tokens and notification content.  

* Mapbox: Maps and address lookup. Data it handles: Addresses and locations.  

* Nearmap: Aerial imagery for site measurement. Data it handles: Site locations.  

* WeatherWorks and TrueWeather: Weather reports. Data it handles: Locations.  

* Sentry: Error monitoring. Data it handles: Technical error details and limited account identifiers.  

* Laravel Nightwatch: Performance monitoring. Data it handles: Technical request details, which may include limited Your Data.  

* PostHog: Product analytics. Data it handles: Pages viewed, features used, and User names and email addresses.  

* Gravatar (Automattic): Profile pictures. Data it handles: Encoded (hashed) email addresses.

These are subscriber-selected Third-Party Services rather than Include Subprocessors when you connect or enroll in them under your own agreement with the provider, and Section 3.8 applies to them: Global Payments and JustiFi (payment processing), Plaid (bank connections), Paychex (payroll), Intuit QuickBooks (accounting), and outside AI tools you connect. A provider can serve in different roles for different functions; Section 5.5 applies whenever a provider processes Personal Data as Include's Subprocessor.

25.1 Who this section covers. This Section 25 applies to anyone who visits or uses include.com or another website Include operates, including its pages, downloads, forms, chat assistant, and requests for a demo or a call (together, the "Website"), and who is not using the Services as a Subscriber or a User (a "Visitor"). By using the Website, a Visitor accepts this Section 25; a Visitor who does not accept it should not use the Website. Subscribers and Users who visit the Website are covered by these Terms as a whole, including this Section 25 for their use of the Website.

25.2 Terms that apply to Visitors. For a Visitor, "you" means the Visitor and references to the Services include the Website. Only this Section 25 and Sections 1.6, 2, 16.4, 16.5, 17.1, 19.1, 19.2, 19.3, 19.5, 21, 22.2, 22.4, 22.7, 22.9, and 22.12 apply to a Visitor. A Visitor has no Sales Document, account, or Services, and nothing else in these Terms gives a Visitor rights or obligations.

25.3 Using the Website. Include gives each Visitor a limited, personal, non-exclusive, revocable right to view and use the Website to learn about Include and its products, to evaluate them for a business, and to contact Include, and to print or download pages for those purposes. Include and its licensors own the Website and everything on it (Section 19.1).

25.4 What Visitors may not do. A Visitor may not:    
(a) copy, scrape, or collect the Website or its content by automated means, other than search engines indexing public pages;    
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(b) use the Website or its content to build or train a competing product, service, or AI model;    

(c) probe, scan, or test the security of the Website, try to reach areas of it that are not public, or interfere with its operation;    

(d) send malware, spam, or unlawful, misleading, or infringing content through its forms or chat;    

(e) give false information or impersonate anyone in a request; or    

(f) frame, mirror, or resell the Website or its content.

25.5 Website information is not an offer. Content on the Website, including product descriptions, plans, prices, comparisons, articles, and answers from its chat assistant, is general information. It is not an offer, a warranty, professional advice, or part of any Sales Document, and it may be incomplete, out of date, or changed without notice. Prices and terms bind Include only when they appear in a Sales Document that both parties sign or accept. The chat assistant may use automated and AI tools, and its answers can be wrong.

25.6 What Visitors send Include. When a Visitor fills in a form, uses the chat assistant, books a demo, or writes to Include, Include may use what the Visitor sends to respond, follow up, and improve the Website and its products, as the Privacy Policy describes. Visitors should not send confidential, payment, health, or other sensitive information through the Website's forms or chat. Section 19.2 governs ideas and feedback.

25.7 Other websites. The Website may link to or embed other websites and services, such as app stores, video players, and the provider of its chat assistant. Include does not control them and is not responsible for them; their own terms and privacy policies apply.

25.8 No warranty for the Website. The Website is provided "as is" and "as available," without warranties of any kind, as Section 16.4 provides. The service levels and support in Section 12 do not apply to the Website.

25.9 Liability to Visitors. TO THE FULLEST EXTENT THE LAW ALLOWS, INCLUDE'S TOTAL LIABILITY TO A VISITOR FOR ALL CLAIMS TOGETHER ARISING OUT OF OR RELATING TO THE WEBSITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100), AND SECTION 17.1 APPLIES.

25.10 Age. The Website is meant for adults researching Include for a business. It is not directed to children, and the Privacy Policy explains how Include treats information about children.

25.11 Changes and access. Include may change the Website and this Section 25 at any time. A change applies to Visitors from the time it is posted; the notice periods in Section 1.7 apply only to Subscribers. Include may limit or end any Visitor's access to the Website at any time.

Version 2026.1 replaces the Terms of Use effective November 11, 2025.  

* One document. The Terms of Use and the separate iEsign, GO Payments, and Sandbox terms are combined into these Terms. iEsign is retired; GO's agreement records (Section 9) replace it.  

* Sales Documents and changes. Prices, discounts, service level, and other commercial terms live in Sales Documents, which do not change once signed; additions or changes go into a new Sales Document that both parties agree to, which adds to the earlier ones. Include may update these Terms as the Services change, on 30 days' notice, and an update that materially reduces your rights during a Subscription Term lets you end the affected Service with a refund (Section 1.7).  

* Your Data and privacy. Ownership, use, Subprocessors, security, incident notice, export, aggregated statistics, and U.S. data processing terms (Section 5), and a retention policy for active, suspended, and ended subscriptions, including backups (Section 6).  

* AI. Include does not train AI models on Your Data, and AI usage allowances are described (Section 7).  

* Payments, payroll, and accounting; agreement records; email and text messages; GO Explore. Each has its own section (Sections 8 to 11).  

* Plans and growth. Plans are priced by "up to" brackets for the business units listed; growing past a bracket moves you to the next price at your next contract year, without renegotiation; AI and other metered usage run on credits (Sections 7.4 and 13.9).  

* Service levels. From November 1, 2026, Standard availability of 99.5% with service credits for every plan, an Enterprise level of 99.9% for a fee, and support response targets by severity (Section 12).  

* Enterprise accounts. Affiliates, enterprise administrators, and disputes over account control (Sections 4.3 and 4.8).  

* Third parties. Third-Party Services, third-party content, app stores, and message delivery are outside Include's responsibility, except for Include's own part in a connection (Sections 3.3, 3.8, 3.9, and 10.2).  

* Termination. Termination for cause, notice before discontinuing a Service, and a remedy for defects (Sections 3.5, 14, and 16.1).  * Confidentiality protects both parties (Section 15).  

* Liability and defense. Liability is limited to three months of subscription fees, and Include defends you against intellectual property claims about the Services (Sections 17 and 18).  

* Disputes. Delaware law and Delaware courts, an informal step before suing, and individual claims only (Section 21).