End User License Agreement

1. This agreement

This End User License Agreement (“Agreement”) is between Bad Daddy Operations LLC(“we”, “us”) and the organization that has been granted access to Bad Daddy Operations (“you”, “Customer”), together with each individual the Customer authorizes to use it (an “Authorized User”). By accessing or using the platform, you agree to it. If you are accepting on behalf of an organization, you represent that you have the authority to bind it.

“Platform” means the Bad Daddy Operations web application, the BDO Field mobile web app, their application programming interfaces, and any documentation we provide. The Privacy Policy is part of this Agreement.

2. Licence granted

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your own internal business operations, for the number of Authorized Users and the companies we have agreed to, for as long as this Agreement is in effect. The Platform is licensed, not sold. No rights are granted except those stated here.

3. What you may not do

• Resell, sublicense, rent, or provide the Platform as a service to anyone outside your organization, or use it to run operations for a company you have not been authorized for.
• Copy, modify, translate, or create derivative works of the Platform, or reverse engineer, decompile, or disassemble it, except to the extent that restriction is unenforceable by law.
• Remove or obscure any proprietary notice, or use our names, logos, or trademarks without written permission.
• Probe, scan, or test the vulnerability of the Platform, defeat authentication or access controls, or attempt to reach data belonging to a company you are not authorized for.
• Use automated means to extract data at a scale or rate that degrades the service for others, or exceed any rate limit we set.
• Upload malicious code, or content that is unlawful, infringing, or that you do not have the right to submit.
• Use the Platform to violate any law, including wage-and-hour, occupational-safety, motor-carrier, tax, and privacy law.

4. Accounts and Authorized Users

You are responsible for the acts and omissions of your Authorized Users, for keeping credentials confidential, for promptly removing access for anyone who leaves, and for the accuracy of what your people enter. Credentials must not be shared between individuals. Tell us promptly if you believe an account has been compromised.

Where the Platform records location, safety, injury, disciplinary, or pay information about your workers, you are the party responsible for giving whatever notice and obtaining whatever consent the law in their jurisdiction requires. We provide the tooling; we do not decide how you use it.

5. Your data

You own the data you and your Authorized Users put into the Platform, and any output derived specifically from it (“Customer Data”). You grant us the licence to host, copy, transmit, process, and display Customer Data only as needed to provide, secure, back up, support, and improve the Platform for you, and to meet legal obligations. We do not sell Customer Data and we do not use one customer’s data to serve an unrelated customer.

You represent that you have the right to submit the Customer Data you submit, including information about your workers, customers, and vendors, and that doing so does not breach any agreement or law binding you.

6. Third-party services and accounting integrations

The Platform can connect to services we do not control, including accounting software, email providers, and document services. Your use of any connected service is governed by that provider’s own terms, not by this Agreement, and connecting it authorizes us to exchange data with it on your behalf. We are not responsible for a connected service’s availability, accuracy, changes to its interfaces, or its handling of data once it holds it. Section 5 of the Privacy Policy lists the providers we use.

Where the Platform integrates with QuickBooks or another Intuit product, your use of that product remains subject to your agreement with Intuit, and Intuit is not a party to this Agreement and gives no warranty in respect of the Platform.

7. The Platform is not professional advice

The Platform is not a system of record for your books. Where it exchanges data with your accounting system, your accounting system remains authoritative, and you are responsible for reviewing what is transferred before you approve it and for reconciling it afterwards.

8. Availability, changes, and support

We may change, add to, or discontinue features, and we may perform maintenance that makes the Platform temporarily unavailable. Unless we have separately agreed a written service level, the Platform is provided without any uptime commitment. We will make reasonable efforts to keep backups, but you should retain your own copies of records that matter to you.

9. Our intellectual property

We and our licensors own the Platform, its source code, design, and documentation, and all intellectual property rights in them, including any improvements we make in the course of providing it. Feedback you send us may be used without restriction or obligation to you, and does not transfer any right in your Customer Data.

10. Disclaimer of warranties

To the maximum extent permitted by law, the Platform is provided “as is” and “as available”, without warranty of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement. We do not warrant that the Platform will be uninterrupted or error-free, that defects will be corrected, or that any output is accurate or complete.

11. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost business, or lost or corrupted data, even if advised of the possibility. Our total aggregate liability arising out of or relating to this Agreement is limited to the greater of the amounts you paid us for the Platform in the twelve months before the event giving rise to the claim, or one hundred United States dollars.

Nothing in this Agreement excludes liability that cannot lawfully be excluded, including liability for fraud, for willful misconduct, or for death or personal injury caused by negligence.

12. Indemnity

You will defend and indemnify us against claims, losses, and reasonable costs arising from your use of the Platform in breach of this Agreement or of law, from Customer Data you had no right to submit, or from your failure to give a notice or obtain a consent required in respect of your workers, customers, or vendors.

13. Term, suspension, and termination

This Agreement runs until terminated. You may stop using the Platform at any time. We may suspend access immediately where we reasonably believe it is necessary to protect the Platform, its data, or another party, or where required by law, and we will tell you why. Either party may terminate for a material breach the other has not cured within thirty days of written notice.

On termination your licence ends and access stops. On written request made within thirty days of termination we will provide an export of Customer Data in a machine-readable format. After that period we may delete it, subject to any retention we are legally required to observe and to backup cycles described in the Privacy Policy. Sections 5, 9, 10, 11, 12, and 14 survive termination.

14. General

This Agreement is governed by the laws of the State of South Carolina, United States, without regard to its conflict-of-laws rules, and the state and federal courts located there have exclusive jurisdiction. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver of it. You may not assign this Agreement without our written consent; we may assign it to an affiliate or in connection with a merger, acquisition, or sale of assets. This Agreement, together with the Privacy Policy and any written order or agreement we sign with you, is the entire agreement between us on this subject. Where a signed written agreement with us conflicts with this Agreement, that agreement controls.

We may update this Agreement. Material changes will be posted here with a new effective date and, where we have your contact details, notified to account owners before they take effect. Continuing to use the Platform after that date means you accept the updated terms.