Terms of Service

1. Acceptance of Terms

These Terms of Service (these "Terms") constitute a binding agreement between Bow Construction ("Provider," "we," "us," or "our") and each person or entity that accesses or uses BowtieOS or any related websites, applications, interfaces, or services (collectively, the "Service"). By accessing or using the Service in any manner, you accept these Terms. If you access or use the Service on behalf of an organization (the "Customer"), you represent and warrant that you are authorized to bind that organization, and "you" includes the Customer. If you do not agree to these Terms, you must not access or use the Service.

Access to the Service is by invitation of a Customer. These Terms apply to every user of the Service, in any role, together with any policies referenced herein, including the Privacy Policy, which is incorporated by reference. In the event of a conflict between these Terms and a separately executed written agreement between Provider and a Customer, the executed agreement controls.

2. Accounts & Eligibility

You are responsible for maintaining the confidentiality of your credentials and for all activity occurring under your account, whether or not authorized by you, until you notify us of a compromise. The Customer is responsible for provisioning and deprovisioning its users, including promptly deactivating accounts upon separation, and for all acts and omissions of its users. You must be an invited user of an authorized Customer, and must use the Service solely for the Customer's legitimate business operations.

3. Subscriptions, Fees & Payment

Paid subscriptions are billed in advance on a recurring basis at the rates for the plan the Customer selects and renew automatically until cancelled. Payment is processed by our payment processor, and the Customer authorizes recurring charges to its designated payment method. Except as required by applicable law, all fees are non-refundable, and cancellation terminates future renewals without refund of the current period. We may modify pricing upon at least thirty (30) days' notice to the Customer's administrator, effective at the next renewal. Upon non-payment, we may, after notice, suspend the Customer's workspace until amounts due are paid. All fees are exclusive of taxes, which are the Customer's responsibility (other than taxes on our income).

4. Customer Data

As between the parties, all data, records, files, and materials entered into, uploaded to, or generated within the Customer's workspace ("Customer Data") are and remain the property of the Customer. The Customer grants Provider a non-exclusive, worldwide, royalty-free license to host, store, copy, back up, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, secure, support, maintain, and improve the Service and as otherwise permitted by these Terms and the Privacy Policy. The Customer is solely responsible for the accuracy, quality, legality, and provenance of Customer Data and for ensuring it has all rights, notices, and consents necessary to provide Customer Data for such use.

5. Intellectual Property; Feedback

The Service — including, without limitation, all software, source code, interfaces, designs, logos, trademarks, documentation, and all improvements and derivatives of any of the foregoing — is and remains the exclusive property of Provider and its licensors, protected by intellectual-property laws. No rights are granted except the limited right to access and use the Service in accordance with these Terms, and all rights not expressly granted are reserved. If you provide suggestions, ideas, or other feedback regarding the Service, you grant Provider a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without obligation or attribution.

6. Acceptable Use

You shall not, and shall not permit or assist any third party to, directly or indirectly: (a) access or attempt to access any data, workspace, or account of any other customer or user; (b) probe, scan, penetrate, or test the vulnerability of the Service without our prior written authorization; (c) copy, modify, translate, reverse engineer, decompile, disassemble, scrape, crawl, frame, or create derivative works of any portion of the Service; (d) use the Service to store or transmit malicious code, spam, or any unlawful, infringing, or tortious material; (e) interfere with or disrupt the integrity, performance, or availability of the Service or impose an unreasonable load upon it; (f) share, sell, resell, rent, lease, sublicense, or otherwise make the Service available to any unauthorized third party; (g) use the Service to monitor, track, or surveil any person except in compliance with applicable law and Section 8; or (h) use the Service in violation of any applicable law, regulation, or third-party right.

7. Professional Responsibility; No Professional Advice

The Service provides tools for, among other things, capturing measurements, preparing estimates and pricing (including formulas, rates, and templates configured by the Customer), and generating proposals, contracts, invoices, pay applications, and schedules. The output of such tools is derived from data and configurations supplied by the Customer, which Provider does not review, verify, or warrant. The Customer is solely responsible for reviewing and verifying all output of the Service — including, without limitation, every measurement, quantity, price, estimate, proposal, invoice, pay application, and schedule — before relying upon it or presenting it to any third party. Nothing in the Service, including any default or template text, constitutes legal, accounting, engineering, or other professional advice, and Provider is not a party to, and assumes no responsibility for, any contract, bid, warranty, or other obligation between the Customer and any third party. To the maximum extent permitted by law, Provider shall have no liability for losses arising from errors in, or failures to verify, any output of the Service.

8. Employee Monitoring & Location Features

The Service includes optional functionality that collects location and related data concerning persons, devices, and vehicles (described in the Privacy Policy). Such functionality is disabled by default and is enabled solely by the Customer. As between the parties, the Customer is the employer and controller of such data and shall: (a) prior to enablement, provide every notice and obtain every consent and authorization required by the laws of each jurisdiction in which its personnel are located; (b) use such functionality solely for legitimate business purposes; and (c) comply with all applicable employment, surveillance, and privacy laws. The Customer shall indemnify Provider under Section 15 for any failure to do so. Provider may suspend any monitoring functionality it reasonably believes is being used unlawfully.

9. Electronic Signatures

The Service provides a mechanism for capturing electronic signatures and maintaining associated evidence records. Provider furnishes the capture and record-keeping mechanism only. The Customer is solely responsible for the content, validity, and enforceability of documents it circulates for signature; for verifying the identity and authority of signers; and for determining whether electronic execution is legally sufficient for any given document or jurisdiction.

10. Integrations & Customer-Directed Transfers

The Service permits the Customer and its users to connect third-party services, register webhook endpoints, authorize applications through our API, subscribe to calendar feeds, and share documents by link. All such transfers occur on the Customer's instruction, and the Customer bears sole responsibility for each recipient, its security, and its use of the data. Third-party services are governed exclusively by their own terms and policies; Provider makes no representation or warranty regarding, and shall have no liability for, any third-party service or its acts, omissions, errors, or outages. Links shared by the Customer are accessible to any holder of the link. Provider may suspend any integration, webhook, credential, or link that it reasonably believes is compromised, abusive, or unlawful.

11. Availability; Modifications; Backups

We endeavor to keep the Service available but do not warrant uninterrupted or error-free operation, and no service-level commitment is provided under these Terms. We may modify, enhance, suspend, or discontinue any feature or functionality of the Service, in whole or in part, at any time, and will use reasonable efforts to notify the Customer's administrator of material adverse changes. Backups are maintained as a recovery aid only and are not a guarantee against data loss; the Service is not a system of record for statutory retention obligations, and the Customer should regularly export and independently retain copies of records it cannot afford to lose. To the maximum extent permitted by law, Provider shall have no liability for service interruptions or loss of data.

12. Suspension & Termination

The Customer may cancel at any time, effective at the end of the then-current billing period. We may suspend or terminate access to the Service, with notice where practicable, upon material breach of these Terms, non-payment, conduct posing a security or legal risk to the Service or any third party, or as required by law. Upon termination, Customer Data is retained for ninety (90) days for export and thereafter deleted, with any encrypted backups then in existence expiring over a further thirty (30) days (see the Privacy Policy, Section 5). Sections 4–5, 7–10, and 13–17, together with any provision that by its nature should survive, survive termination.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF OUTPUT, OR UNINTERRUPTED, ERROR-FREE, OR SECURE OPERATION. NO ADVICE OR INFORMATION OBTAINED FROM PROVIDER OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF THE FEES PAID BY THE CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS ALLOCATE RISK BETWEEN THE PARTIES AND ARE REFLECTED IN THE PRICING. NOTHING HEREIN EXCLUDES LIABILITY THAT CANNOT BE EXCLUDED BY LAW; IN JURISDICTIONS THAT LIMIT EXCLUSIONS, THE FOREGOING APPLIES TO THE FULLEST EXTENT PERMITTED.

15. Indemnification

The Customer shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against any and all third-party claims, and all resulting damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Customer Data; (b) use of the Service in violation of these Terms or applicable law; (c) the Customer's contracts, bids, warranties, work product, or dealings with its own clients, suppliers, subcontractors, or personnel; (d) use of monitoring or location functionality without legally required notice or consent; or (e) transfers directed by the Customer or its users to any third party.

16. Governing Law & Disputes

These Terms are governed by the laws of the State of New Jersey, without regard to conflict-of-laws principles. The state and federal courts located in New Jersey shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party irrevocably consents to venue therein, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its data, confidential information, or intellectual property. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL TO THE EXTENT PERMITTED BY LAW.

17. General Provisions

These Terms, together with the Privacy Policy and any executed agreement between the parties, constitute the entire agreement concerning the Service and supersede all prior or contemporaneous understandings. If any provision is held unenforceable, it shall be enforced to the maximum extent permissible and the remainder shall remain in full force. No failure to enforce any provision constitutes a waiver. The Customer may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, financing, or sale of all or substantially all assets, with notice. Neither party is liable for delay or failure caused by events beyond its reasonable control. There are no third-party beneficiaries to these Terms. Headings are for convenience only, and "including" means "including, without limitation." Notices to the Customer are given to the administrator email on file; legal notices to Provider shall be sent to the contact address below.

18. Changes to These Terms

We may revise these Terms from time to time. Material changes will be notified to the Customer's administrator before taking effect. Continued use of the Service after the effective date of a revision constitutes acceptance; a Customer that does not agree may cancel under Section 12 before the revision takes effect.

19. Contact

Questions regarding these Terms may be directed to support@bowtie.app.