Terms of Service

1. Parties and Agreement

These Terms of Service ("Terms," "Agreement") constitute a legally binding contract between you ("User," "you," "your") and WorkPair, Inc., a corporation organized under the laws of the State of Texas ("WorkPair," "Company," "we," "us," "our"), governing your access to and use of the WorkPair® platform, website, APIs, mobile applications, and all related services (collectively, the "Platform").

If you are accessing or using the Platform on behalf of a company, organization, institution, or other legal entity, you represent and warrant that you have full legal authority to bind such entity to these Terms, and references to "you" shall include both you individually and such entity. If you do not have such authority, or if you do not agree to all provisions of these Terms, you must immediately cease all access to and use of the Platform.

These Terms incorporate by reference WorkPair's Privacy Policy, Acceptable Use Policy, and any additional terms disclosed at the point of purchase or feature activation. In the event of a conflict between these Terms and any supplemental terms, these Terms shall control unless the supplemental terms expressly state otherwise.

2. Description of Platform and Services

WorkPair® is a verified professional identity infrastructure platform that provides tools enabling individuals, institutions, recruiters, and families to create, verify, manage, and share professional identity records. WorkPair is expressly not a job board, staffing agency, employment service, background check company, or consumer reporting agency as defined under the Fair Credit Reporting Act ("FCRA"). WorkPair does not make employment decisions and expressly disclaims any role as an employer, co-employer, or staffing intermediary.

The Platform includes, without limitation: government-verified identity infrastructure; institutional credential verification and management; a verified professional social feed; an opportunity marketplace; a digital wallet system; institution partner portals; a recruiter portal; and associated APIs and integrations. WorkPair reserves the right to modify, suspend, or discontinue any aspect of the Platform at any time without notice or liability.

3. Eligibility and Account Requirements

To access the Platform, you must: (a) be at least 18 years of age, or access the Platform solely through a guardian-managed account with verifiable parental or guardian consent if under 18; (b) have the legal capacity to enter into binding contracts under applicable law; (c) not be prohibited from receiving services under the laws of the United States or any other applicable jurisdiction; and (d) not have had a prior account terminated by WorkPair for cause.

By creating an account, you represent and warrant that all registration information you provide is accurate, current, complete, and not misleading. You agree to maintain the accuracy of such information throughout the duration of your account. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. WorkPair shall bear no liability for any loss or damage arising from your failure to protect your credentials.

Your WorkPair Identity Number ("WID") is a permanent, unique identifier assigned to your account. It carries the same sensitivity classification as a government identification number. You agree never to share, publish, display, or otherwise disclose your WID to any third party. WorkPair bears no liability for consequences arising from your unauthorized disclosure of your WID.

4. Identity Verification

Full Platform functionality requires completion of government ID verification through Persona Technologies, Inc. ("Persona"), WorkPair's third-party identity verification partner. By submitting documents for verification, you: (a) consent to Persona's collection and processing of your biometric and identity data pursuant to Persona's terms and privacy policy; (b) represent that all submitted documents are genuine, unaltered, and belong to you; and (c) acknowledge that submitting fraudulent, altered, or third-party documents constitutes a material breach of these Terms and may constitute criminal fraud under applicable law.

WorkPair does not store raw identity document images beyond the verification process. Identity verification status (verified or unverified) is stored internally and governed by our Privacy Policy. WorkPair makes no guarantee of the accuracy or completeness of any verification result and expressly disclaims liability for any decision made in reliance on a verification status.

WorkPair reserves the right to require re-verification at any time and to suspend access pending re-verification. Verification is limited to twice per calendar year per account unless WorkPair determines, in its sole discretion, that additional verification is necessary.

5. Wallet, Fees, and No-Refund Policy

5.1 Wallet Funding

The WorkPair wallet is a prepaid digital balance used to fund Platform transactions. Wallet balances do not constitute deposits, are not insured by the FDIC or any other governmental agency, and do not earn interest. All wallet funding transactions are final upon processing.

5.2 Absolute No-Refund Policy

ALL WALLET FUNDING TRANSACTIONS AND PLATFORM FEES ARE STRICTLY NON-REFUNDABLE. WITHOUT LIMITATION, THE FOLLOWING ARE NON-REFUNDABLE UNDER ALL CIRCUMSTANCES:

• All amounts added to your wallet, regardless of whether such funds are subsequently spent or remain as an unused balance
• All messaging fees ($3.00 per message for verified members; $5.00 per message for recruiters and institutions), charged upon send regardless of whether the recipient responds, accepts, declines, or ignores the message
• All credential verification fees ($20.00 per credential)
• All data access approval fees ($20.00 per approval) and data access request submission fees ($10.00 per request)
• All opportunity posting fees, featured listing fees, and urgent listing fees
• All institution subscription fees, whether monthly or annual, including fees paid for periods during which the institution's access was suspended for policy violations
• All recruiter subscription fees and per-action fees
• All post renewal fees
• All wallet top-up amounts, including amounts remaining in the wallet upon voluntary account closure or involuntary termination

The foregoing no-refund policy applies to the maximum extent permitted by applicable law. Where applicable law in your jurisdiction mandates a minimum refund right that cannot be contractually waived, WorkPair's liability shall be limited to the minimum refund required by such law and no more.

5.3 Subscription Terms

Institution and recruiter subscriptions are billed in advance on a monthly or annual basis. Subscriptions automatically renew unless cancelled at least 24 hours before the renewal date. Downgrading or cancelling a subscription does not entitle you to a prorated refund for any unused portion of the current billing period. Annual subscriptions cancelled before the end of the annual term are not eligible for prorated refunds.

5.4 Chargebacks

You agree not to initiate chargebacks or payment reversals for Platform transactions. Any chargeback initiated against WorkPair constitutes a material breach of these Terms. WorkPair reserves the right to immediately suspend or permanently terminate any account that initiates a chargeback, to pursue collection of the charged-back amount plus a $150.00 administrative fee, and to report the chargeback to relevant credit reporting agencies to the extent permitted by law.

6. Consent-Gated Data Access

No institution, recruiter, employer, background check service, or any other third party may access your verified professional history, credentials, or identity data without your explicit, affirmative, in-platform approval of each individual request. Your approval of a data access request constitutes your consent to the disclosure of the specified data to the requesting party for the specified duration, subject to the fee structure disclosed at the time of approval.

You acknowledge that: (a) approved access is time-limited and automatically expires; (b) WorkPair logs all data access events in your account; (c) WorkPair is not responsible for the requesting party's use of approved data once legitimately accessed; and (d) you release WorkPair from all liability arising from your voluntary approval of data access requests.

7. Content Standards and Post Policy

All content you submit to the Platform must comply with these Terms and all applicable laws. Feed posts are automatically and permanently deleted 30 days after publication. You may renew a post for one additional 30-day period by paying the applicable renewal fee, which is non-refundable. WorkPair bears no liability for any content lost due to automatic deletion.

You retain ownership of original content you create and submit to the Platform, subject to the license grant below. By submitting content, you grant WorkPair a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, display, and distribute such content solely for the purpose of operating and improving the Platform during the period the content is active on the Platform.

WorkPair reserves the right, but assumes no obligation, to review, edit, or remove any content at any time in its sole discretion. Automatic content pause is triggered when content receives three or more flags from verified Platform members; such pause does not constitute a finding of violation and does not create any right of appeal against WorkPair.

7.5 Community Standards and Content Moderation

WorkPair is committed to maintaining a safe, inclusive, and professional environment for users of all ages, backgrounds, races, religions, nationalities, and beliefs. The Platform employs a community policing system that enables verified members to flag content that violates these community standards.

7.5.1 Flaggable Content Categories

Users may flag content for the following reasons:

• Hate speech or discrimination
• Harassment or bullying
• Sexual or explicit content
• Violence or threatening language
• Misinformation or false credentials
• Spam or promotional abuse
• Political campaigning
• Child safety concern
• Religious intolerance
• Racial or ethnic targeting
• Gender or sex-based harassment
• Nationality or origin-based discrimination
• Other violations (with written explanation)

7.5.2 Enforcement Actions

The following automated enforcement actions are applied based on the number and nature of community flags received by a post:

• 3 flags — automatic pause: The post is temporarily paused (hidden from the feed) and queued for administrative review. A paused post may be reinstated or permanently removed following review.
• 5 flags — automatic removal: The post is permanently deleted from the Platform. The post author is notified and the removal is recorded as a community standards violation on their account.
• Child safety concern — immediate removal: Any post flagged for a child safety concern is immediately and permanently removed from the Platform, regardless of the number of flags. An urgent administrative alert is generated for immediate review.
• 3 violations — account suspension: If a user accumulates three or more posts removed due to community flags, their account is flagged for suspension and submitted for administrative review. Access may be restricted or permanently terminated.

7.5.3 Flag Integrity

Each user may flag a given post only once. Submitting false or malicious flags is a violation of these Terms and may result in enforcement action against the flagging user's account. WorkPair reserves the right to discount or disregard flags it determines, in its sole discretion, to be abusive, coordinated, or submitted in bad faith.

8. Prohibited Conduct

You agree that you will not, and will not permit any third party to:

• Submit false, fraudulent, altered, or misleading identity, credential, or institutional information
• Circumvent, disable, or interfere with any security, verification, or access control mechanism
• Access or use the Platform to engage in political campaigning, electioneering, voter mobilization, or partisan advocacy
• Post or transmit content that is defamatory, harassing, threatening, obscene, discriminatory, or that infringes any third-party intellectual property right
• Use the Platform to engage in, facilitate, or promote illegal discrimination in employment or professional contexts
• Use automated scripts, bots, crawlers, or scrapers to access, collect, or index Platform data
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform
• Use the Platform to transmit unsolicited commercial communications outside the Platform's fee-gated messaging system
• Post consumer product advertisements, financial product promotions, pharmaceutical advertisements, or political advertising without WorkPair's express written consent
• Impersonate any person, entity, or institution, or misrepresent your affiliation with any person or entity
• Create multiple accounts for any single individual, or create accounts on behalf of others without authorization
• Use the Platform in any manner that could damage, disable, overburden, or impair WorkPair's infrastructure
• Engage in any conduct that WorkPair, in its sole reasonable discretion, determines to be harmful to the Platform, its users, or its reputation

9. Institution Accounts

Institutions registering on the Platform represent and warrant that: (a) they are genuine, legally recognized organizations in their jurisdiction of incorporation or operation; (b) the authorized representative has full legal authority to bind the institution to these Terms; (c) all institutional information provided is accurate and complete; and (d) they will only post credentials to members who have verifiably affiliated with the institution.

Fraudulent credential issuance — including, without limitation, issuing credentials for degrees not earned, employment not held, or affiliations not genuine — constitutes a material breach of these Terms, grounds for immediate and permanent termination without refund, and may subject the institution and its representatives to civil and criminal liability. WorkPair reserves the right to report suspected fraudulent credential issuance to relevant regulatory and law enforcement authorities.

WorkPair's approval of an institution registration does not constitute an endorsement of the institution, its programs, its credentials, or its representations. WorkPair expressly disclaims all liability arising from institutional credential issuance.

10. Intellectual Property

The Platform, including its design, code, architecture, trademarks, service marks, trade names, logos, and all content created by WorkPair, is the exclusive property of Enemo Consulting Group, Inc. and is protected by United States and international intellectual property laws. WorkPair® and the WorkPair logo are trademarks of Enemo Consulting Group, Inc. All intellectual property rights in and to the Platform are owned by and vest exclusively in Enemo Consulting Group, Inc. Nothing in these Terms grants you any right, title, or interest in WorkPair's or Enemo Consulting Group's intellectual property.

You may not use WorkPair's trademarks, logos, or branding without prior written consent. Any feedback, suggestions, or ideas you provide to WorkPair regarding the Platform are provided on a non-confidential basis, and WorkPair may use such feedback without restriction or compensation to you.

11. DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WORKPAIR, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AFFILIATES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, "WORKPAIR PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:

• ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
• ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
• ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT, VERIFICATION RESULT, OR CREDENTIAL ON THE PLATFORM
• ANY WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS
• ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE

WORKPAIR DOES NOT WARRANT THAT ANY VERIFICATION RESULT ACCURATELY REFLECTS THE IDENTITY, QUALIFICATIONS, OR EMPLOYMENT HISTORY OF ANY USER. EMPLOYERS, INSTITUTIONS, AND RECRUITERS ARE SOLELY RESPONSIBLE FOR THEIR OWN DUE DILIGENCE PRIOR TO MAKING ANY EMPLOYMENT OR ENGAGEMENT DECISION.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY WORKPAIR PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS
• COST OF SUBSTITUTE GOODS OR SERVICES
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA
• DAMAGES ARISING FROM ANY EMPLOYMENT DECISION, CREDENTIAL RELIANCE, OR PROFESSIONAL RELATIONSHIP FORMED THROUGH OR IN CONNECTION WITH THE PLATFORM
• DAMAGES ARISING FROM PLATFORM INTERRUPTION, SUSPENSION, OR TERMINATION

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WORKPAIR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL AGGREGATE LIABILITY OF ALL WORKPAIR PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO WORKPAIR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, WorkPair's liability shall be limited to the minimum extent required by applicable law. The limitations in this Section apply regardless of the form of action and regardless of whether such action is brought in contract, tort, strict liability, or otherwise, and shall survive the termination or expiration of these Terms.

13. Indemnification

You agree to defend, indemnify, and hold harmless WorkPair, Inc. and each of its past, present, and future officers, directors, shareholders, employees, contractors, agents, licensors, suppliers, successors, assigns, parent companies, subsidiaries, and affiliates (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your access to or use of the Platform in violation of these Terms
• Any content you submit, post, transmit, or make available through the Platform
• Your violation of any applicable law, regulation, or third-party right, including any intellectual property right, privacy right, or employment law
• Your submission of false, fraudulent, or misleading identity or credential information
• Any dispute between you and any other user, institution, recruiter, or third party arising from your use of the Platform
• Any employment, engagement, or professional decision made in reliance on Platform data, whether with or without your consent
• Your breach of any representation, warranty, or obligation under these Terms

WorkPair reserves the right, at its own expense, to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with WorkPair's defense. You may not settle any claim subject to indemnification without WorkPair's prior written consent.

14. Binding Arbitration and Class Action Waiver

14.1 Agreement to Arbitrate

EXCEPT FOR CLAIMS THAT QUALIFY FOR SMALL CLAIMS COURT AND REQUESTS FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF TO PREVENT UNAUTHORIZED USE OR ABUSE OF THE PLATFORM OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, YOU AND WORKPAIR AGREE THAT ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS CONSUMER ARBITRATION RULES, RATHER THAN IN COURT.

14.2 CLASS ACTION WAIVER

YOU AND WORKPAIR EXPRESSLY WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY. YOU MAY NOT CONSOLIDATE YOUR CLAIM WITH THE CLAIMS OF ANY OTHER PERSON OR ENTITY IN ANY ARBITRATION OR COURT PROCEEDING. THIS CLASS ACTION WAIVER IS AN ESSENTIAL ELEMENT OF THIS ARBITRATION AGREEMENT AND CANNOT BE SEVERED FROM IT. IF THIS WAIVER IS FOUND UNENFORCEABLE, THE ENTIRE ARBITRATION AGREEMENT SHALL BE VOID.

14.3 Arbitration Procedures

Arbitration shall be conducted in Dallas, Texas, or, at your election, via videoconference. The arbitrator shall apply Texas law. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The costs of arbitration shall be allocated in accordance with the AAA's Consumer Arbitration Rules.

14.4 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@workpair.io within 30 days of first creating your account. Your notice must include your full name, email address, and a clear statement that you are opting out of the arbitration agreement. Opting out does not affect any other provision of these Terms.

15. Force Majeure

WorkPair shall not be liable for any failure or delay in performance of its obligations under these Terms arising from or attributable to acts of God, acts of government, wars, civil disturbances, terrorist attacks, pandemics, epidemics, fires, floods, earthquakes, labor disputes, power outages, internet or telecommunications failures, cyberattacks, third-party service provider failures, or any other cause beyond WorkPair's reasonable control ("Force Majeure Event"). WorkPair's obligations shall be suspended for the duration of such Force Majeure Event. WorkPair will use commercially reasonable efforts to resume normal operations as soon as practicable.

16. Termination

WorkPair may, in its sole discretion, immediately suspend or permanently terminate your account and access to the Platform at any time, with or without cause, with or without notice, and without liability to you. Grounds for termination include, without limitation, breach of these Terms, fraudulent activity, illegal conduct, or conduct WorkPair determines to be harmful to the Platform or its users.

Upon termination: (a) your license to use the Platform immediately terminates; (b) your WID is permanently retired; (c) your public profile is removed; (d) all wallet balances are forfeited without refund in cases of termination for cause; and (e) Sections 5 (Fees and No-Refund Policy), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Indemnification), 14 (Arbitration), and all other provisions that by their nature should survive, shall survive termination.

You may delete your account at any time through your account settings. Voluntary account deletion does not entitle you to a refund of any wallet balance or fees paid.

17. Governing Law and Jurisdiction

These Terms and any dispute arising from your use of the Platform shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. For any matter not subject to arbitration under Section 14, you consent to the exclusive personal jurisdiction and venue of the state and federal courts located in New York County, New York, and waive any objection to such jurisdiction or venue on grounds of inconvenience or otherwise.

18. General Provisions

Entire Agreement: These Terms, together with the Privacy Policy and any supplemental terms, constitute the entire agreement between you and WorkPair regarding the Platform and supersede all prior agreements, representations, and understandings.

Severability: If any provision of these Terms is found to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

No Waiver: WorkPair's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of WorkPair.

Assignment: You may not assign or transfer your rights or obligations under these Terms without WorkPair's prior written consent. WorkPair may freely assign these Terms, including in connection with a merger, acquisition, or sale of assets.

Notices: WorkPair may provide notices to you via email, in-platform notification, or by posting on the Platform. You may provide notices to WorkPair at legal@workpair.io.

Headings: Section headings are for convenience only and shall not affect the interpretation of these Terms.

Language: These Terms are written in English. Any translation is provided for convenience only. In the event of a conflict between the English version and any translation, the English version shall control.

19. Updates to These Terms

WorkPair reserves the right to modify these Terms at any time. For material changes, WorkPair will provide at least 30 days' prior notice via email or in-platform notification. Your continued use of the Platform after the effective date of modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Platform before the effective date of the changes.

20. Contact Information