Terms of Service

Overview

2 Work Tech, LLC, a Washington limited liability company (“Licensor”), owns and operates a proprietary construction and remodeling software application that provides tools for estimating, billing, invoicing clients, project-related administration, and other remodeling services functions (the “App”). Licensee desires to obtain limited rights to access and use the App in the operation and management of Licensee’s business, and Licensor is willing to grant such rights subject to the terms of the executed license agreement.

1. License Grant

Subject to Licensee’s timely payment of all fees and compliance with these Terms, Licensor grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the App solely for Licensee’s internal business purposes in connection with estimating, billing, invoicing, client management, and remodeling-related services, and such other functions as Licensor may add from time to time.

2. Ownership; No Transfer of Rights

Licensor retains and shall solely own all right, title, and interest in and to the App, including all software, source code, object code, workflows, designs, interfaces, features, enhancements, updates, documentation, trade secrets, copyrights, trademarks, and all other intellectual property and proprietary rights associated with the App. Licensee receives only the limited use rights expressly granted. No ownership interest, title, assignment, sale, or transfer of any intellectual property or proprietary rights is granted to Licensee.

3. Fees and Payment

In consideration for the license rights granted, Licensee shall pay Licensor the fees disclosed and agreed at signup. Unless otherwise agreed in writing, all amounts are due within fifteen (15) days after invoice. It is expected that Licensee will pay by automatic transfer using a credit card or ACH/auto transfer through the source directed by Licensor. Late payments may accrue interest at the lesser of one percent (1%) per month or the maximum amount permitted by applicable law. Licensee shall be responsible for all taxes, charges, or assessments arising from Licensee’s use of the App, excluding taxes based solely on Licensor’s net income.

4. Restrictions on Use

Licensee shall not, and shall not permit any third party to: copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the App; sell, rent, lease, sublicense, assign, distribute, make available, or provide access to the App to any third party; use the App to develop or assist in developing a competing product or service; remove or alter proprietary notices; interfere with the security or operation of the App; or use the App in violation of applicable law.

5. Authorized Users and Account Security

Licensee may permit its employees, contractors, and authorized personnel to use the App solely for Licensee’s internal business purposes, provided that Licensee remains responsible for all use of the App by such users. Licensee shall maintain the confidentiality of account credentials and promptly notify Licensor of any unauthorized access or suspected security breach.

6. Licensee Data

As between the Parties, Licensee retains ownership of data, client information, estimates, invoices, billing records, project information, and other materials entered into the App by or on behalf of Licensee (“Licensee Data”). Licensee grants Licensor a limited right to host, process, transmit, store, display, and use Licensee Data solely as necessary to provide, maintain, support, improve, and secure the App and to administer these Terms.

7. Confidentiality

Each Party may receive confidential or proprietary information from the other Party, including business information, technical information, pricing, client data, software functionality, and non-public materials (“Confidential Information”). The receiving Party shall use Confidential Information only to perform under these Terms, shall protect it using reasonable care, and shall not disclose it to third parties except to personnel or advisors who need to know and are bound by confidentiality obligations.

8. Updates, Maintenance, and Support

Licensor may provide updates, modifications, bug fixes, enhancements, or changes to the App from time to time in its discretion. Any such updates or improvements shall be owned exclusively by Licensor and shall be subject to these Terms. Licensor will use commercially reasonable efforts to maintain the App and provide reasonable support, but does not guarantee uninterrupted or error-free operation.

9. Feedback and Improvements

If Licensee provides suggestions, ideas, enhancement requests, recommendations, or other feedback concerning the App, Licensor may use such feedback without restriction or obligation to Licensee. Any improvements, modifications, new features, or derivative works based on such feedback shall be owned solely by Licensor and Licensee shall have no rights thereto.

10. Term and Termination

This Agreement begins on the Effective Date and continues for one (1) year unless earlier terminated in accordance with these Terms.

Licensor may suspend access to the App or terminate this Agreement upon written notice if Licensee fails to pay amounts when due, breaches the license restrictions, misuses the App, or otherwise materially breaches this Agreement and fails to cure such breach within five (5) days after notice. Upon termination, Licensee shall immediately stop using the App and pay all outstanding amounts owed through the termination date, including any accrued transaction fees.

11. Warranties and Disclaimer

Each Party represents that it has authority to enter into this Agreement.

Except as expressly stated in this Agreement, the App is provided “as is” and “as available.” Licensor disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted operation, and error-free performance.

In this regard, while the Licensor will ever endure to keep the App functional, working in all respects and operating at all times, the Licensor shall have no obligation, responsibility, liability, or other duties with regard to the App, its operation or functionality.

12. Limitation of Liability

To the fullest extent permitted by law, Licensor shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or lost-profit damages arising out of or related to this Agreement or the App. In all respects, the Licensee agrees as a condition of the rights granted hereunder, that the Licensor’s total aggregate liability arising out of or related to this Agreement, the App, and the rights granted hereunder, shall not exceed the amounts actually paid by Licensee to Licensor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

13. Indemnification

Licensee shall defend, indemnify, and hold harmless Licensor and its owners, members, managers, officers, employees, contractors, and agents from and against any claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from Licensee’s use of the App, Licensee Data, invoices or estimates prepared by Licensee, Licensee’s services to its clients or customers, Licensee’s breach of this Agreement, or Licensee’s violation of applicable law.

14. Compliance With Laws

Licensee is solely responsible for ensuring that its estimates, invoices, billing practices, client communications, remodeling services, tax treatment, licensing, permits, and business operations comply with all applicable laws, rules, regulations, and professional requirements. Licensor does not provide legal, tax, accounting, contracting, construction, or professional advice through the App, or warrant or confirm that the App and its functions are in compliance with applicable laws.

15. Assignment

Licensee may not assign, delegate, transfer, or sublicense this Agreement or any rights under this Agreement without Licensor’s prior written consent. Any attempted assignment in violation of this section is void. Licensor may assign this Agreement in connection with a merger, acquisition, sale of assets, reorganization, or transfer of the App or Licensor’s business.

16. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflict-of-law principles. The Parties agree that any action arising out of or relating to this Agreement shall be brought in the state or federal courts located in Spokane County, Washington, and each Party consents to the jurisdiction and venue of such courts.

17. Notices

All notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation of receipt to the addresses set forth below or to such other address as a Party may designate by notice. At the time of execution of this Agreement, the notice for each Party is as set below.

18. Miscellaneous

This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, discussions, proposals, or understandings. Any amendment must be in writing and signed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions will remain in effect. No waiver is effective unless in writing. Sections concerning payment obligations, ownership, restrictions, confidentiality, disclaimers, limitation of liability, indemnification, and any other provisions that by their nature should survive shall survive termination.