End User License Agreement

This End User License Agreement (“EULA” or “Agreement”) is a binding agreement between you (“you,” “your”) and Lynkr Inc., a corporation organized under the laws of Canada and based in Toronto, Ontario (“Lynkr,” “we,” “us,” “our”). It governs your access to and use of the Workbench platform, including its software, AI crew members, automations, integrations, dashboards, mobile and web interfaces, documentation, and any updates we provide (together, the “Platform”).

By creating an account, signing in, installing, accessing, or otherwise using the Platform, you accept this EULA. If you do not agree, do not use the Platform.

If your organization has executed a separate written agreement with Lynkr covering the Platform (a “Master Agreement”), that agreement controls where it conflicts with this EULA. Your use of the workbenchenterprise.com website is additionally governed by our Terms of Service.

The Platform is intended for use by businesses and their personnel. If you are using the Platform on behalf of a company or other legal entity — for example, as an employee or contractor of a Lynkr customer — you represent that you have authority to bind that entity to this EULA, and “you” refers to both you and that entity.

You must be at least the age of majority in your jurisdiction, and you must not be barred from receiving software or services under the laws of Canada, the United States, or any other applicable jurisdiction.

Subject to your compliance with this EULA (and the Master Agreement, where applicable), Lynkr grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the applicable subscription term, solely for your organization's internal business purposes and solely in accordance with the documentation and any seat, usage, or scope limits in the applicable order.

The Platform is licensed, not sold. No rights are granted to you other than those expressly set out in this EULA.

Except as expressly permitted by applicable law, you must not:

• Copy, modify, translate, or create derivative works of the Platform.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, prompts, or architecture underlying the Platform.
• Rent, lease, lend, sell, sublicense, distribute, or otherwise make the Platform available to any third party, including as a service bureau or for the benefit of anyone other than your organization.
• Remove, alter, or obscure any proprietary notices on the Platform.
• Circumvent or interfere with any security, rate-limiting, usage-metering, or access-control measures.
• Use the Platform to build, train, or improve a competing product, or publish benchmarks of the Platform without our prior written consent.
• Use the Platform in violation of applicable law, or to process data you do not have the legal right to process.
• Share credentials, or allow anyone other than authorized users within your organization to access the Platform under your account.

You are responsible for (a) maintaining the confidentiality of your credentials, (b) all activity that occurs under your account, and (c) promptly notifying us at security@lynkr.ca of any unauthorized use or security incident. We may suspend or disable credentials if we reasonably believe they have been compromised or misused.

The Platform provides AI crew members that connect to third-party systems you designate (for example, ERP, accounting, payroll, project-management, or messaging platforms) and take automated actions within those systems on your behalf — including reading, writing, categorizing, routing, and messaging.

You are responsible for (a) ensuring you have the authority and licenses needed to connect each integration, (b) configuring permissions, scopes, approval steps, and guardrails appropriately for your organization, and (c) reviewing the outputs of any automation before relying on them for consequential decisions. Third-party systems are controlled by their providers, may change without notice, and may impose their own terms that apply to your use of them through the Platform.

The Platform uses machine-learning models to generate text, summaries, categorizations, drafts, messages, and other outputs (“Outputs”). Outputs are probabilistic: they can be incomplete, inaccurate, or inappropriate for a given use case, and may produce similar results for similar inputs from other users.

You are responsible for reviewing Outputs before relying on them, and for any decisions, communications, filings, or actions taken based on them. Outputs do not constitute legal, accounting, tax, engineering, safety, or other professional advice. You must not use the Platform to generate content that is unlawful, infringing, deceptive, or harmful, or that impersonates a person or entity without authorization.

We do not use Customer Content to train foundation models offered to other customers, except where expressly permitted by the Master Agreement.

“Customer Content” means the data, files, credentials, and materials you or your organization provide to, or make accessible by, the Platform. As between you and Lynkr, you retain all right, title, and interest in Customer Content.

You grant Lynkr a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Content solely as needed to provide, secure, and improve the Platform for you, and as otherwise permitted by the Master Agreement. You represent and warrant that you have the rights necessary to grant that license.

We may update, modify, or discontinue features of the Platform from time to time, including by deploying updates automatically. Updates may add, change, or remove functionality. This EULA applies to all updates we provide, unless an update is accompanied by separate terms. We will use commercially reasonable efforts to avoid materially degrading the core functionality of the Platform during a paid subscription term.

The Platform — including its software, models, prompts, interfaces, text, graphics, logos, and the Workbench and Lynkr names and marks — is owned by Lynkr or its licensors and is protected by Canadian, United States, and international intellectual property laws. Except for the limited license expressly granted in this EULA, we reserve all right, title, and interest in and to the Platform.

The Platform may include third-party or open-source components that are subject to their own license terms; those terms apply to those components to the extent they conflict with this EULA.

If you send us ideas, suggestions, or feedback about the Platform, you grant Lynkr a worldwide, royalty-free, perpetual, irrevocable, and sublicensable license to use that feedback for any purpose, including improving our products. You will not be entitled to compensation for feedback, and you are responsible for ensuring you have the right to share whatever you send us.

Fees for the Platform are set out in an order form or similar document referenced by the Master Agreement. Unless stated otherwise, fees are non-refundable, exclusive of taxes, and payable in the currency stated on the invoice. We may suspend access for non-payment after reasonable notice.

Our handling of personal information is described in our Privacy Policy, which is incorporated into this EULA by reference.

This EULA applies from the moment you first access the Platform and continues until terminated. It terminates automatically when the applicable subscription term ends or the Master Agreement is terminated. We may suspend or terminate your access at any time if we reasonably believe you have violated this EULA, created risk or legal exposure for us, or if required by law. You may terminate at any time by stopping all use of the Platform.

Upon termination, the license granted in this EULA ends and you must cease all use of the Platform. Sections that by their nature should survive termination — including Intellectual Property, Feedback, Customer Content (to the extent needed to return or delete it), Disclaimers, No Liability, Indemnity, Governing Law, and the general provisions below — will survive.

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LYNKR AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE. YOU USE THE PLATFORM AT YOUR OWN RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LYNKR AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIM, LOSS, COST, OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATED TO THE PLATFORM, THIS EULA, OR ANY OUTPUTS — INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; BUSINESS INTERRUPTION; OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES — WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM AND FOR ANY DECISIONS OR ACTIONS TAKEN ON THE BASIS OF OUTPUTS, INCLUDING BUSINESS, FINANCIAL, OPERATIONAL, LEGAL, AND REGULATORY OUTCOMES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. TO THE EXTENT SUCH A LAW APPLIES TO YOU, THE EXCLUSIONS AND LIMITATIONS ABOVE APPLY TO THE MAXIMUM EXTENT PERMITTED, AND NOTHING IN THIS EULA IS INTENDED TO EXCLUDE OR LIMIT LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

You agree to defend, indemnify, and hold harmless Lynkr and its affiliates, directors, officers, employees, agents, licensors, and service providers from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform; (b) your violation of this EULA; (c) your violation of any law or the rights of any third party; (d) Customer Content, including any claim that it infringes or misappropriates intellectual property or privacy rights; and (e) your configuration of integrations or automations, including actions taken by the Platform in systems you authorize.

The Platform may be subject to export-control and sanctions laws of Canada, the United States, and other jurisdictions. You represent that you are not located in, under the control of, or a national or resident of any country or entity subject to applicable embargoes or export restrictions, and that you will not use, export, or re-export the Platform in violation of applicable laws.

This EULA is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules, and without application of the United Nations Convention on Contracts for the International Sale of Goods. The courts located in Toronto, Ontario, Canada have exclusive jurisdiction over any dispute arising out of or relating to this EULA or the Platform, and you consent to the personal jurisdiction of those courts.

We may provide notices under this EULA by posting them in the Platform or on our site, emailing the address associated with your account, or other reasonable means. Notices to us must be sent to legal@lynkr.ca.

We may update this EULA from time to time. When we do, we will update the “Effective” date at the top of this page and, for material changes, provide more prominent notice. Your continued use of the Platform after an update constitutes acceptance of the revised EULA.

Entire agreement. This EULA, together with the Privacy Policy, the Terms of Service, and any Master Agreement, constitutes the entire agreement between you and Lynkr regarding the Platform and supersedes any prior or contemporaneous understandings.

Assignment. You may not assign or transfer this EULA, in whole or in part, without our prior written consent. Any attempted assignment in violation of the foregoing is void. We may assign this EULA at any time, including in connection with a merger, acquisition, reorganization, financing, or sale of assets.

Severability. If any provision of this EULA is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

Relationship. The parties are independent contractors. This EULA does not create any agency, partnership, or joint venture.

Headings. Section headings are for convenience only and have no legal effect.

Language. The parties have requested that this Agreement be drawn up in English. Les parties ont demandé que cette entente soit rédigée en anglais.

Questions about this EULA can be directed to:

Lynkr Inc.
Attn: Legal
Toronto, Ontario, Canada
legal@lynkr.ca