Terms and Conditions

Effective date: September 23, 2026
Company: InControl Solutions Inc., through its WorkforcePower division ("WorkforcePower," "we," "us," "our")
Customer: the entity or individual accepting these Terms ("Customer," "you")

1. Scope and updates

1.1 These Terms govern your use of workforcepower.ai (the "Website") and the AI consulting, application development, systems integration, training, and related support services we provide (together with the Website, the "Services").

1.2 If a proposal, statement of work ("SOW"), order form, or data processing addendum ("DPA") is signed by both parties, it is incorporated into these Terms and controls if there is a conflict.

1.3 We may update these Terms by posting a revised version on the Website. Changes to the Website terms take effect when posted. Changes do not apply to an engagement already under a signed SOW unless both parties agree in writing.

2. Definitions

2.1 Affiliate: any entity that controls, is controlled by, or is under common control with a party.

2.2 AI Output: text, code, data, classifications, or other content generated by an artificial intelligence model as part of the Services or a Deliverable.

2.3 Customer Data: any data Customer provides to us, or that we access or collect on Customer's behalf, in performing the Services.

2.4 Deliverables: the software, configurations, integrations, reports, documentation, and other work product we create for Customer under an SOW.

2.5 Personal Information: data that identifies or can reasonably be used to identify an individual.

2.6 Third-Party Services: products and services not provided by us that are used with the Services, including AI model providers, cloud platforms, and POS, payroll, and accounting systems.

3. Use of the Website

3.1 The Website provides general information about our services. It is not an offer to provide services on any particular terms; engagements are defined in an SOW.

3.2 You may not use the Website in violation of law, attempt to gain unauthorized access to it, interfere with its operation, or copy its content for commercial use without our permission.

4. Engagements

4.1 The scope, schedule, deliverables, and fees for each engagement are set out in an SOW.

4.2 Changes to scope must be agreed in writing. Changes may affect the schedule and fees.

4.3 Estimates of time or cost are good-faith estimates, not fixed prices, unless the SOW states a fixed price.

5. Customer responsibilities

5.1 Customer will provide timely access to the people, systems, credentials, and information we reasonably need to perform the Services, and will ensure that information is accurate.

5.2 Customer is responsible for reviewing and accepting Deliverables, and for deciding whether and how to use them in its business.

5.3 Customer is responsible for its accounts with Third-Party Services, including their fees and terms, and assumes the risks of connecting them to the Services, including potential intellectual property or data-related claims.

5.4 Customer must maintain its own backups and contingency procedures sufficient to meet its operational and legal requirements without relying on the Services.

6. AI tools and AI Output

6.1 AI Output can be inaccurate, incomplete, or inconsistent, and the same input may produce different results. Customer is responsible for reviewing AI Output before relying on it, particularly for financial, payroll, tax, legal, employment, or customer-facing decisions.

6.2 AI models used in the Services are provided by third parties and are subject to those providers' terms, availability, pricing, and changes. We do not control how third-party models are trained or updated.

6.3 Where a provider offers the option, we will configure the Services so that Customer Data is not used to train the provider's models, unless Customer directs otherwise.

6.4 We do not guarantee any particular result, cost savings, or productivity improvement from the use of AI.

7. Data ownership and processing

7.1 Customer owns all Customer Data. We will use it only to provide and support the Services.

7.2 We do not sell or share Customer Data, as those terms are defined under applicable privacy laws.

7.3 We will use reasonable security safeguards and will notify Customer of a confirmed breach affecting Customer Data.

7.4 For Personal Information in Customer Data, Customer is the controller and we act as a processor on Customer's instructions.

8. Fees and payment

8.1 Fees and payment terms are as stated in the SOW. Fees for work performed are non-refundable unless the SOW states otherwise.

8.2 Customer is responsible for applicable taxes, except taxes based on our net income.

8.3 Customer is responsible for the fees of Third-Party Services used in the Deliverables, including AI model usage, unless the SOW states otherwise.

8.4 We may suspend work or access to hosted Deliverables for unpaid amounts, or if Customer's use poses a legal or security risk.

9. Confidentiality

9.1 Each party will protect the other's confidential information with reasonable care and use it only as needed to perform under these Terms.

9.2 Confidential information does not include information that is public, independently developed, or lawfully obtained without a duty of confidentiality.

9.3 Disclosure is permitted if required by law, with reasonable notice to the other party where legally allowed.

10. Intellectual property

10.1 We retain all rights in the Website and in our pre-existing software, tools, libraries, templates, methods, and know-how, including improvements to them made during an engagement. Customer retains all rights in its own data and materials.

10.2 Ownership of, or license rights to, Deliverables is as stated in the SOW. If the SOW does not address it, then upon full payment Customer receives a perpetual, nonexclusive, nontransferable license to use the Deliverables for its internal business purposes.

10.3 We provide no warranty or indemnity for third-party intellectual property claims, including claims relating to AI Output or Third-Party Services.

10.4 If a Deliverable becomes subject to a legal claim, we may, at our option, obtain continued rights, modify the Deliverable, or discontinue it and refund any unused prepaid fees. These are options, not obligations.

11. Disclaimers

11.1 The Services are provided "as is" and "as available." We disclaim all warranties, including non-infringement, merchantability, and fitness for a particular purpose.

11.2 Customer assumes responsibility for its use of the Services and Deliverables, including outcomes and compliance obligations.

11.3 We do not provide legal, payroll, tax, accounting, or HR advice.

12. Indemnity by Customer

12.1 Customer will indemnify and defend us against third-party claims arising from:

• Customer Data, or Customer's use of the Services or Deliverables in violation of law;
• Customer's breach of these Terms; or
• a claim that Customer Data or Customer's use of Third-Party Services infringes a third party's rights.

13. Limitation of liability

13.1 Neither party is liable for indirect, special, incidental, or consequential damages, or for loss of profits or data.

13.2 Each party's total liability is limited to the amount Customer paid us in the twelve (12) months before the claim arose.

13.3 Claims must be brought within one (1) year of the event giving rise to the claim.

14. Term and termination

14.1 These Terms apply for as long as you use the Services. Each SOW has the term stated in it.

14.2 Either party may terminate an SOW for material breach with 30 days' written notice if the breach is not cured in that time.

14.3 On termination, Customer will pay for work performed and expenses incurred through the termination date. Each party will return or destroy the other's confidential information on request, except as required to be retained by law.

15. Force majeure

15.1 Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, labor disputes, cyberattacks, outages of Third-Party Services, or government actions. This does not excuse payment obligations.

16. Dispute resolution

16.1 Before starting formal action, the parties will try to resolve a dispute informally for at least 15 days after written notice.

16.2 Disputes will be resolved by binding arbitration under the rules of the American Arbitration Association in Snohomish County, Washington. The arbitrator decides all procedural and substantive issues.

16.3 Class and representative actions are not permitted. Arbitration is individual only.

16.4 Small claims and requests for injunctive relief may be brought in court as permitted.

16.5 These Terms are governed by the laws of the State of Washington.

17. Notices

17.1 Notices must be in writing and sent to the address in the SOW, or for us, to legal@incontrolpos.com.

18. Assignment

18.1 Neither party may assign these Terms without the other's consent, except to an Affiliate or successor that is not a competitor of the other party.

19. Export and compliance

19.1 Customer will comply with applicable export control and sanctions laws. The Services may not be used in restricted jurisdictions or for prohibited purposes.

20. Publicity

20.1 We may list Customer's name and logo as a client. Customer may opt out by written notice.

21. Entire agreement

21.1 These Terms, together with any SOW, order form, or DPA, are the complete agreement between the parties on their subject and supersede prior versions.

21.2 If any part is held unenforceable, the rest remains in effect. Headings are for convenience only.

Contact

Questions about these Terms: info@workforcepower.ai.