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Hammock Terms of Service and End User License Agreement

Draft, pending launch and legal review. Highlighted items in brackets have not been confirmed. This draft creates no obligation.

Version 2.0 · Effective [date] · Last updated [date] · Prior versions: gethammock.com/legal/archive

These Terms of Service and End User License Agreement (the “Terms”) are a binding agreement between you and PXA LLC, a New York limited liability company doing business as Hammock (“Hammock,” “we,” “us,” or “our”). They govern your access to and use of the Hammock platform — the Atlas web and mobile applications, the Eirene AI assistant, the Hammock Connect integrations, and our websites (together, the “Platform”) — and any services you purchase through the Platform.

Please read carefully. Section 20 contains a binding arbitration agreement and class-action waiver that affect how disputes are resolved. By accessing or using the Platform, or by clicking “I agree,” you accept these Terms.

1. Who these Terms apply to

By using the Platform you represent that you are at least 18 years old and able to form a binding contract. If you use the Platform on behalf of an organization (a “Customer”), you represent that you are authorized to bind it, and “you” refers to that organization. The Platform is intended for business use.

If your organization has signed a Master Services Agreement with Hammock, that agreement prevails over any conflicting term of these Terms, including Section 20 (Disputes). These Terms still govern your use of the Platform to the extent the Master Services Agreement does not address it.

2. Definitions

3. The Platform and the Services

Hammock provides (a) the Platform; (b) AI features within it; (c) integrations with third-party systems you connect; and (d) where purchased, professional services. The Services you have purchased, and any fees, are set out in your subscription selection, order form, or engagement letter. Professional services purchased through the Platform are governed by these Terms and by the Service Schedule for that service line published at gethammock.com/legal, which is incorporated by reference.

We may modify, enhance, or discontinue Platform features over time. We will not materially reduce the core functionality of a paid subscription during its current term without providing a comparable alternative or a pro-rata refund.

4. Accounts, access, and security

You must provide accurate registration information and keep it current. You are responsible for safeguarding credentials, for enabling multi-factor authentication where offered, and for all activity under your account and your authorized users. You will promptly notify us at security@gethammock.com of any unauthorized access. You are responsible for ensuring your authorized users comply with these Terms.

5. License (EULA)

Subject to these Terms and payment of applicable fees, Hammock grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform and its documentation solely for your internal business purposes during your subscription term. On mobile, the license covers installation and use on devices you own or control, as the applicable app store permits. All rights not expressly granted are reserved.

6. Acceptable use

You will not, and will not permit anyone to: copy, modify, translate, or create derivative works of the Platform except as permitted by law; reverse engineer, decompile, or disassemble it except to the extent that restriction is prohibited by law; rent, lease, sell, sublicense, or provide the Platform to third parties as a service bureau; circumvent security, usage limits, or access controls; upload malware or interfere with the Platform; use the Services to violate law, infringe rights, or process data you lack the right to process; access the Platform to build a competing product or to benchmark it without our consent; use the Platform or its AI features to make decisions that produce legal or similarly significant effects about individuals without appropriate human review; or use automated means to scrape or extract data except through features or APIs we provide.

7. Client Data

7.1 Ownership and license. As between the parties, you own Client Data. You grant Hammock a non-exclusive license to access, host, process, transmit, and display Client Data to provide, secure, and support the Services and as the Online Terms permit. You are responsible for having the rights, notices, and consents needed to make Client Data available to Hammock, including notices to your own personnel, and for the accuracy and legality of Client Data.

7.2 De-identified data, service improvement, and benchmarking. Hammock may create De-identified Data from Client Data and use it (a) to operate, secure, support, and analyze the Services; (b) to develop, test, and improve Hammock’s rules, prompts, categorization logic, and statistical and analytical models; and (c) to produce aggregated analytics and anonymized benchmarks, such as industry, peer, or cohort comparisons (the uses in (b) and (c), the “Cross-Client Uses”). Hammock does not train or fine-tune machine-learning models on Client Data or De-identified Data; if Hammock proposes to begin doing so, it will first update the Technology & Data Use Addendum and give at least thirty (30) days’ notice. Hammock does not use Sensitive HR Data for the Cross-Client Uses under any circumstances. Compensation data is used only in aggregate, within cohorts of at least ten (10) organizations or individuals, and never in a way that identifies a person or a Customer. Hammock applies technical and organizational measures to prevent re-identification, does not attempt to re-identify De-identified Data except to test those measures, does not sell Client Data or Personal Data, and does not disclose identifiable Client Data to any other client. You may opt out of the Cross-Client Uses at any time: when acknowledging the Technology & Data Use Addendum, in the Platform’s Privacy & Data settings, or by emailing privacy@gethammock.com, without affecting the Services; Hammock excludes an opted-out Customer from datasets built after the opt-out and removes it from future datasets within thirty (30) days. Opting out does not restrict Hammock’s use of De-identified Data strictly necessary to operate, secure, and support the Services. These uses are described in, and acknowledged under, the Technology & Data Use Addendum.

7.3 Connected accounts. When you connect third-party services (for example, QuickBooks Online, Shopify, your payroll or HR platform, or bank and card feeds through Plaid), you authorize Hammock to access and exchange data with them per the scopes you grant. Those services are governed by their own terms and privacy policies; Hammock is not responsible for them. Plaid’s end-user privacy policy applies to data obtained through Plaid.

7.4 Working in your systems. Where you give Hammock access to your systems, Hammock will use that access only for the Services, through named individual accounts protected by multi-factor authentication where the system supports it, and will not share credentials. You control, and may revoke, that access at any time. You are responsible for the security and configuration of your own systems and for the actions of your own personnel; Hammock is responsible for its credentials and the conduct of its personnel.

7.5 Security and incidents. Hammock maintains a written information security program with administrative, technical, and physical safeguards appropriate to the sensitivity of Client Data and designed to meet the New York SHIELD Act and other applicable law. Hammock will notify you without undue delay, and in any event within seventy-two (72) hours after confirming, any unauthorized access to or acquisition, disclosure, or loss of Client Data in Hammock’s possession or control, and will cooperate in the response.

7.6 Return and deletion. During the engagement Hammock keeps the Client Data in its systems for as long as you need it. For thirty (30) days after termination you may export your Client Data from the Platform; within thirty (30) days after termination or your written request, Hammock will transfer any other Client Data in its systems to you in a commonly used format, then delete its copies, and will confirm deletion in writing on request. Client Data in your own systems is yours and is unaffected. Three categories are handled differently and are the only exceptions: (a) Engagement Record. Hammock keeps its own record of the engagement — the Deliverables, working papers, analyses, invoices, correspondence, and the meeting summaries and action items it prepares — for up to seven (7) years after the Services end, to meet its professional record-keeping, tax, and audit obligations and to establish what work was done. The Engagement Record is Confidential Information, is used for no other purpose, and does not include Sensitive HR Data or your underlying books, personnel files, and source documents, which stay in your systems. (b) Sensitive HR Data is client-hosted under the applicable Service Schedule: Hammock keeps no copies of personnel records, and anything that reaches Hammock’s systems is moved to your system or deleted within thirty (30) days after the task closes. (c) De-identified Data remains subject to Section 7.2. Deletion from backups follows Hammock’s normal backup cycle and is complete within twenty-eight (28) days.

7.7 U.S. state privacy laws; service-provider terms. Where a U.S. state privacy law (including the California Consumer Privacy Act, as amended) applies to Personal Data that Hammock processes for you, Hammock acts as your service provider, processor, or contractor, and the following terms apply: (a) Hammock processes Personal Data only for the specific business purposes of providing the Services described in these Terms and any applicable order or Service Schedule, which also state the nature and purpose of the processing, the types of Personal Data, and the duration; (b) Hammock will not sell or share Personal Data, will not retain, use, or disclose it for any purpose other than those business purposes or outside the direct business relationship between you and Hammock, and will not combine it with Personal Data it receives from other sources except as the law permits; (c) Hammock will comply with the obligations the law places on service providers, processors, and contractors, will provide the level of privacy protection the law requires, and maintains the safeguards described in Section 7.5; each person who processes Personal Data is bound by a duty of confidentiality under Section 13; (d) Hammock will notify you within five (5) business days after determining that it can no longer meet these obligations, and you may take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data and to confirm Hammock’s compliance, including through Hammock’s written responses to reasonable inquiries, the information reasonably necessary to demonstrate compliance, and, no more than once in any twelve (12) months, a reasonable assessment or audit on at least thirty (30) days’ notice, at your expense, conducted so as not to disrupt Hammock’s operations or compromise other clients’ data; (e) Hammock engages sub-processors only under written terms at least as protective as these, remains responsible for them, and gives notice and an opportunity to object before engaging a new sub-processor as the Technology & Data Use Addendum provides; (f) Hammock will assist you, at your reasonable request, in responding to verified consumer requests concerning Personal Data in Hammock’s possession, and will delete or return Personal Data under Section 7.6; and (g) Hammock certifies that it understands the restrictions in this Section and will comply with them. confirm these satisfy Cal. Civ. Code §1798.100(d) and §1798.140(ag)–(j) and Cal. Code Regs. tit. 11 §§7051 and 7053, and the processor-contract requirements of the Colorado, Virginia, Connecticut, Texas, and other state privacy laws, so that no separate DPA is needed for U.S.-only clients.

7.8 Data Processing Addendum. Where Hammock processes Personal Data on your behalf that is subject to the GDPR, UK GDPR, or another non-U.S. data-protection law, or where you request it, Hammock’s Data Processing Addendum at gethammock.com/legal/dpa applies, governs that processing, and prevails over Section 7.7 to the extent of any conflict.

8. AI features, human review, and recording

8.1 AI-assisted work and human review. Hammock uses artificial intelligence, machine learning, and automation tools to assist its personnel, including to read documents, extract and categorize data, draft content, and surface insights. Hammock personnel review AI-assisted output before it is delivered as a Deliverable. AI output is not professional advice, may be inaccurate or incomplete, and must be reviewed by you before you rely on it, file it, or use it for a financial, tax, employment, or compliance decision. Hammock’s third-party AI providers process inputs only to return outputs and are contractually prohibited from using Client Data to train their own models. Hammock does not use AI to make decisions that produce legal or similarly significant effects about individuals without human review.

8.2 AI features in the Platform. AI features (including Eirene) are labeled, and their output is presented for your review. They rely on third-party providers listed on the Sub-processors page; their availability and behavior are outside our control.

8.3 Meeting recording and transcription. Hammock may record or transcribe meetings using a notetaking tool only with the consent of every participant. Hammock asks for consent at the start of each recorded meeting; any participant may decline, in which case the meeting is not recorded. Hammock does not record or transcribe conversations concerning individual employee-relations matters, medical or accommodation matters, or investigations; Hammock’s written case notes are the record of those conversations. Hammock records a leadership-evaluation or coaching session only with that individual’s explicit consent and stores the transcript in your system rather than its own. Transcripts are Confidential Information. The notetaking tool deletes its recordings and transcripts within twenty-eight (28) days; any copy Hammock keeps in its own systems is retained for no longer than ninety (90) days and is deleted on request. Summaries and action items Hammock prepares from a transcript are work product kept with the engagement record.

9. Professional services

Where you purchase professional services, the following apply in addition to the Service Schedule for that service line:

Standard of performance. Hammock will perform the Services in a professional and workmanlike manner, consistent with generally accepted practice for the relevant service, using appropriately qualified personnel. Your exclusive remedy for a breach of this warranty is for Hammock to re-perform the deficient Services within a reasonable time after written notice describing the deficiency; if Hammock cannot re-perform them to this standard, you may terminate the affected Services.

Reliance on your information; not professional advice. Hammock relies on the accuracy and completeness of the information, records, and access you provide and does not audit or independently verify them. Hammock is not a law firm, a licensed public accounting firm, a registered investment adviser or broker-dealer, or a professional employer organization. Unless a Service Schedule expressly provides otherwise, the Services do not include legal, tax, audit, attest, assurance, investment, securities, valuation, or clinical advice, and communications with Hammock are not privileged. Hammock’s recommendations are guidance for your consideration; you are responsible for your own decisions and for consulting qualified advisers before acting on matters that require them.

Reliance by others. Deliverables are for your internal business use and may not be relied on by third parties without our written consent.

10. Third-party services

The Platform interoperates with third-party products you choose to use. They are governed by their own terms and privacy policies; Hammock does not warrant and is not responsible for them.

11. Fees, billing, and taxes

11.1 Fees. You agree to pay the fees for your subscription and any professional services as described at purchase, in your order form, or in your engagement letter. Fees are in U.S. dollars.

11.2 Payment. Subscription fees are billed in advance on a recurring basis through our payment processor, Stripe. Professional services fees are billed as the applicable engagement letter provides, or monthly in arrears if it is silent, and are due within twenty-one (21) days of the invoice date. Late amounts accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. If you dispute part of an invoice in good faith, tell us within ten (10) days of the invoice date and pay the undisputed part; we will not suspend the Services over an amount disputed in good faith.

11.3 Auto-renewal. Unless otherwise stated, subscriptions renew automatically for successive periods equal to the prior term, at the then-current rates, until cancelled. You may cancel renewal at any time before the end of the current term in your account settings or by written notice to support@gethammock.com.

11.4 Taxes. Fees exclude sales, use, VAT, and similar taxes, which you are responsible for, other than taxes on Hammock’s income.

11.5 Refunds. Except as required by law or expressly stated, fees are non-refundable.

11.6 Changes. We may change subscription fees on renewal with at least thirty (30) days’ prior notice. Professional-services rates are fixed for the initial term of your engagement letter and may change thereafter on sixty (60) days’ notice.

12. Term, suspension, and termination

12.1 Term. These Terms apply while you use the Platform and for any subscription or engagement term.

12.2 Suspension. We may suspend access for non-payment (after ten (10) business days’ written notice of an overdue undisputed amount), security risk, suspected violation of these Terms, or as required by law, using reasonable efforts to notify you.

12.3 Termination. Either party may terminate for material breach not cured within ten (10) business days of notice, or immediately for fraud, willful misconduct, or insolvency. You may stop using the Platform and cancel as provided above. We may terminate or decline to renew on thirty (30) days’ notice.

12.4 Effect. On termination, your license ends and access ceases. Section 7.6 governs export and deletion of Client Data. Sections 6–8, 11, 13–23, and any other provision that by its nature should survive, survive termination.

13. Confidentiality

Each party will use the other’s Confidential Information only to perform or receive the Services, will protect it with at least the care it uses for its own confidential information and no less than reasonable care, and will disclose it only to its personnel, contractors, and professional advisers who need to know it and are bound by confidentiality obligations at least as protective as these. A party may disclose Confidential Information to the extent required by law, regulation, or court order, after giving the other party prompt notice where lawful so that it may seek protective treatment, and will disclose only what is required. These obligations continue for three (3) years after the Terms end and, for Client Data, Personal Data, trade secrets, and personnel records, for as long as the recipient holds them. Each party may seek injunctive relief to protect its Confidential Information without posting a bond, to the extent the law allows.

14. Intellectual property

Hammock and its licensors own all rights in the Platform, its software, AI features, documentation, and all related intellectual property, including all improvements. These Terms grant no rights except the limited license in Section 5. The Hammock, Atlas, Solon, Eirene, and Hammock Connect names and logos are trademarks of PXA LLC; you may not use them without permission. Software built for use with your engagement that runs on the Platform is Hammock’s, licensed to you as the applicable Service Schedule provides.

15. Feedback

If you provide suggestions or feedback, Hammock may use it without restriction or obligation to you.

16. Beta features

Features identified as beta, preview, or experimental are provided “as is,” may be changed or withdrawn, and are excluded from any warranties and service commitments.

17. Warranties and disclaimers

EXCEPT AS EXPRESSLY STATED IN SECTION 9, IN A SERVICE SCHEDULE, OR IN A SIGNED MASTER SERVICES AGREEMENT, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND HAMMOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HAMMOCK DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUT WILL BE ACCURATE OR COMPLETE, AND DOES NOT GUARANTEE ANY PARTICULAR BUSINESS, FINANCIAL, TAX, LEGAL, OR COMPLIANCE OUTCOME. YOU ASSUME RESPONSIBILITY FOR YOUR USE OF, AND RELIANCE ON, THE SERVICES AND ANY OUTPUT. Some jurisdictions do not allow certain disclaimers, so some may not apply to you.

18. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. HAMMOCK’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES AND THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID HAMMOCK FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED DOLLARS (US$100). THESE LIMITS DO NOT APPLY TO HAMMOCK’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW. IF YOU HAVE SIGNED A MASTER SERVICES AGREEMENT WITH HAMMOCK, ITS LIMITATION OF LIABILITY APPLIES INSTEAD OF THIS SECTION. These limits apply to all theories of liability and are an essential basis of the bargain.

19. Indemnification

You will defend, indemnify, and hold harmless Hammock and its members, officers, employees, and contractors from third-party claims, and the resulting losses, damages, costs, and reasonable attorneys’ fees, to the extent arising from (a) Client Data or other information you provide, including any claim that it was inaccurate, incomplete, or that you lacked the right to provide it; (b) your business operations, products, and services, and decisions you make, including decisions made with Hammock’s input, except to the extent caused by Hammock’s gross negligence, willful misconduct, or fraud; or (c) your use of the Services in violation of these Terms or law. You will also reimburse Hammock’s reasonable costs of responding to any subpoena, document request, or demand for testimony concerning you from a government agency, investigative body, or party to a proceeding, other than in a dispute between you and Hammock.

20. Governing law and dispute resolution

20.1 Governing law. These Terms are governed by the laws of the State of New York, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods.

20.2 Informal resolution. Before starting a claim, you and Hammock will try to resolve the dispute informally: send a written description of the dispute to legal@gethammock.com (or Hammock will send one to your account email) and negotiate in good faith for thirty (30) days.

20.3 Binding arbitration. Except for the carve-outs below, any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or its Consumer Arbitration Rules if they apply), before one arbitrator, seated in New York, New York. Hearings are held by video conference unless the arbitrator orders otherwise for good cause. New York law, including the Federal Arbitration Act, governs. Judgment on the award may be entered in any court of competent jurisdiction.

20.4 Individual claims only. Disputes are brought only in an individual capacity, not as a plaintiff or class member in any class, collective, or representative proceeding, and the arbitrator may not consolidate claims or preside over any class proceeding. If this paragraph is found unenforceable as to a claim, that claim will be decided by the state or federal courts in New York County, New York, and the parties consent to their jurisdiction.

20.5 Carve-outs. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive or equitable relief in court to protect intellectual property or Confidential Information. Hammock may bring an action to collect unpaid fees in any court of competent jurisdiction.

20.6 Master Services Agreement prevails. If your organization has signed a Master Services Agreement with Hammock, its dispute-resolution provisions apply instead of this Section.

21. Apple App Store and Google Play terms

If you obtain the Atlas mobile app through the Apple App Store or Google Play: this EULA is between you and Hammock only, not Apple or Google, who are not responsible for the app or its content; your license is limited to use on Apple- or Google-branded devices you own or control, as the store’s usage rules permit; Apple and Google have no obligation to provide maintenance or support; to the extent permitted by law, any warranty failure is Hammock’s responsibility, and Apple and Google are not responsible for product-liability, legal or regulatory, or third-party IP claims relating to the app; Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you; and you represent that you are not located in an embargoed country or on a prohibited-party list. You may delete your account from within the app (Settings › Account › Delete account).

22. General

Changes to these Terms. We may update these Terms. For material changes we will give at least thirty (30) days’ notice by email or in the Platform; continued use after the effective date constitutes acceptance, and where a change expands the data uses in Section 7.2 we will ask for renewed acknowledgment of the Technology & Data Use Addendum. Prior versions are archived at gethammock.com/legal/archive. Assignment. You may not assign these Terms without our consent; we may assign them to a successor to substantially all of our business or assets. Force majeure. Neither party is liable for delays or failures due to events beyond its reasonable control, other than payment obligations. Notices. Legal notices to Hammock: PXA LLC, Attn: Puneet Agrawal, Managing Member, 333 East Lancaster Ave, Unit 110, Wynnewood, PA 19096-1929, and legal@gethammock.com. Notices to you: your account email or in-product. Entire agreement. These Terms, with the Online Terms and any order form, engagement letter, DPA, or Master Services Agreement, are the entire agreement on their subject. Severability; waiver. If a provision is unenforceable, the rest remains in effect; failure to enforce is not a waiver. Relationship. The parties are independent contractors. Export and compliance. You will comply with applicable export-control and sanctions laws. U.S. government end users. The Platform is commercial computer software provided with restricted rights.

23. Definitions

24. Contact

PXA LLC dba Hammock · 333 East Lancaster Ave, Unit 110, Wynnewood, PA 19096-1929 · support@gethammock.com (general) · legal@gethammock.com (legal notices) · privacy@gethammock.com (privacy)