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TERMS OF SERVICE

Last Updated: March 31, 2026

These Terms of Service (the "Agreement") govern access to and use of the technology services made available by Briarpatch Strategies Inc. ("Company," "we," "our," or "us") through redironcalculator.com, crewbonusapp.com, and any related websites, applications, software, hosted platforms, APIs, tools, content, functionality, communications, and services we provide (collectively, the "Service").

By accessing or using the Service, you agree to this Agreement. If you do not agree, do not access or use the Service.

1. DEFINITIONS

For purposes of this Agreement:

"Account" means the account registered to access or use the Service.

"Administrator" means a User designated by a Customer with authority to manage the Account, billing, permissions, data access, configuration, integrations, and other account settings.

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Aggregated Data" means data, metrics, models, analytics, benchmarks, usage patterns, derived works, statistical information, insights, and other information created, generated, inferred, modeled, de-identified, anonymized, transformed, or derived from Service Data or use of the Service, in whole or in part, in a manner that does not intentionally identify a specific natural person.

"AI Features" means any functionality involving machine learning, artificial intelligence, large language models, automated decision support, classification, prediction, summarization, transcription, voice generation, assistants, recommendations, workflow automation, or similar computational tools.

"Customer" means the business, organization, or other legal entity subscribing to, purchasing, or otherwise using the Service.

"Documentation" means any manuals, onboarding materials, support materials, help content, specifications, or usage instructions we make available for the Service.

"Feedback" means any suggestions, comments, ideas, corrections, enhancement requests, recommendations, bug reports, or other input concerning the Service.

"Service Data" means all data, records, files, materials, text, images, content, configurations, communications, submissions, inputs, prompts, outputs, metadata, and other information submitted to, imported into, generated through, stored in, processed by, or transmitted through the Service by or on behalf of Customer or Users, excluding Aggregated Data.

"Third-Party Services" means products, services, software, platforms, websites, integrations, APIs, processors, vendors, partners, or applications not owned by us.

"User," "you," and "your" mean the individual accessing or using the Service and, if applicable, the Customer or other legal entity on whose behalf that individual acts.

2. BUSINESS USE; ELIGIBILITY; AUTHORITY

2.1 Business Use

The Service is intended primarily for use by businesses and organizations. Except as expressly stated otherwise by us in writing, the Service is not marketed to or intended for personal, family, or household use.

2.2 Eligibility

You represent and warrant that you are at least eighteen (18) years old or the age of legal majority in your jurisdiction, whichever is greater, and otherwise legally capable of entering into binding contracts.

2.3 Authority to Bind

If you access or use the Service on behalf of a Customer or other legal entity, you represent and warrant that you have full authority to bind that entity to this Agreement. In that case, "you" and "your" refer to both you individually and that entity.

2.4 Fallback Consumer Application

Notwithstanding the foregoing, if a court, arbitrator, or tribunal of competent jurisdiction determines that your use of the Service constitutes consumer use, or that you are not acting on behalf of a business or legal entity, then you agree that:

(a) this Agreement remains enforceable against you to the maximum extent permitted by applicable law; and

(b) all provisions of this Agreement that are legally permissible in a consumer context, including dispute resolution, arbitration, class action waiver where permitted, limitation of liability, disclaimers, data use rights, AI-related provisions, and intellectual property provisions, will continue to apply to the fullest extent permitted by law.

2.5 Restricted Jurisdictions

We may limit the availability of the Service by geography, product type, customer category, legal regime, or other criteria in our sole discretion.

3. ACCOUNT REGISTRATION; ACCESS; ADMINISTRATORS

3.1 Account Registration

To access certain features, you may be required to create an Account and provide accurate, current, and complete information. You agree to keep all Account information updated.

3.2 Account Security

You are responsible for maintaining the confidentiality of login credentials and for all activities occurring under your Account, whether or not authorized by you. You must promptly notify us of any suspected unauthorized access, compromise, loss of credentials, or security incident relating to your Account.

3.3 Administrators

If you are an owner, manager, or authorized representative of a Customer, you may designate one or more Administrators. Administrators may have authority to:

  • access and manage Service Data,
  • configure settings and workflows,
  • connect or disconnect integrations,
  • add, remove, suspend, or modify Users,
  • change subscription levels,
  • access billing and payment information,
  • export data,
  • authorize actions on behalf of Customer.

Customer is solely responsible for all actions taken by its Administrators and Users.

3.4 Delegated Access

You acknowledge that individuals granted administrative or delegated access may be able to view, use, disclose, export, delete, or modify Service Data and Account settings. We are entitled to rely on instructions from Administrators and other authorized users without further verification.

3.5 Single Sign-On / External Authentication

If you use third-party identity or authentication providers, your use may also be subject to such providers' terms and privacy practices.

4. SUBSCRIPTIONS; FEES; PAYMENT

4.1 Subscription Plans

The Service may be offered on subscription, usage-based, trial, pilot, beta, enterprise, add-on, implementation, or other pricing models. Applicable pricing, features, limits, billing intervals, and terms will be those presented at sign-up, in an order form, proposal, invoice, quote, or other written arrangement approved by us.

4.2 Billing Authorization

By purchasing a paid plan, you authorize us and our payment processors to charge your designated payment method for all fees, taxes, overages, chargebacks, reversals, implementation fees, add-ons, and other amounts due under this Agreement.

4.3 Recurring Billing; Auto-Renewal

Unless otherwise stated in writing, subscriptions automatically renew for successive periods equal to the initial subscription term unless canceled before renewal in accordance with this Agreement.

4.4 Changes to Pricing

We may change fees, pricing structures, usage rates, feature packaging, or billing methods at any time upon prior notice or as otherwise permitted by applicable law. Continued use after the effective date of revised pricing constitutes acceptance of the new pricing.

4.5 Nonpayment

If any amount is overdue, we may, without limiting other remedies:

  • suspend or restrict access,
  • revoke discounts or promotional pricing,
  • charge late fees or interest at the lesser of 1.5% per month or the maximum rate allowed by law,
  • offset amounts owed against credits or payments otherwise due,
  • use collection agencies or legal process,
  • recover reasonable collection costs and attorneys' fees where permitted.

4.6 Taxes

Fees do not include applicable taxes, duties, levies, assessments, withholding, VAT, GST, or similar governmental charges, all of which are your responsibility except taxes based on our net income.

4.7 No Refunds

Except as expressly stated in this Agreement or required by law, all fees are non-cancelable and non-refundable, and partial periods will not be prorated.

4.8 Trials; Promotions

Any free trial, promotional offer, pilot, money-back period, or discount is offered in our sole discretion and may be modified, terminated, or conditioned at any time. If a trial converts to a paid subscription, billing may begin automatically unless canceled before the trial ends.

4.9 Suspension for Billing Risk

We may suspend or delay access or payouts, or require alternate payment arrangements, if we believe there is elevated billing, fraud, chargeback, or credit risk.

5. LICENSE TO USE THE SERVICE

5.1 Limited License

Subject to your compliance with this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the applicable subscription term solely for your internal business operations and in accordance with this Agreement.

5.2 No Sale

The Service is licensed, not sold. No ownership rights are transferred to you.

5.3 Reservation of Rights

We retain all rights, title, and interest in and to the Service, Documentation, software, interfaces, workflows, templates, content, features, improvements, and all related intellectual property rights, except for the limited rights expressly granted in this Agreement.

6. CUSTOMER RESPONSIBILITIES

You are solely responsible for:

  • the accuracy, quality, legality, and sufficiency of Service Data,
  • obtaining all permissions, consents, authorizations, and rights necessary for Service Data and communications you initiate,
  • compliance with applicable laws, regulations, ordinances, industry standards, employment laws, privacy laws, wage and hour laws, tax rules, consumer communication laws, and other requirements,
  • decisions you make based on outputs, reports, recommendations, calculations, classifications, forecasts, or AI-generated content,
  • backup and retention of any records you require beyond what the Service provides,
  • all acts and omissions of Users acting under your Account.

7. SERVICE DATA; OWNERSHIP; LICENSES

7.1 Ownership of Original Service Data

As between you and us, you retain ownership of your original Service Data, subject to the rights granted in this Agreement.

7.2 License to Company

You grant us and our Affiliates, contractors, subprocessors, hosting providers, vendors, and service providers a worldwide, non-exclusive, royalty-free, fully paid, perpetual, irrevocable right and license to host, copy, store, process, transmit, display, modify, adapt, reproduce, create derivative works from, analyze, disclose, and use Service Data:

  • to provide, secure, maintain, support, and improve the Service,
  • to provide support, implementation, onboarding, training, troubleshooting, and account administration,
  • to monitor usage, prevent fraud, investigate misuse, and enforce this Agreement,
  • to develop, improve, train, validate, benchmark, and operate features, products, models, workflows, and AI Features,
  • to create Aggregated Data,
  • for our internal business purposes,
  • for any other purpose authorized by you or permitted by law.

7.3 Rights You Promise You Have

You represent and warrant that you have all rights, consents, notices, authorizations, and permissions necessary to provide Service Data to us and to grant the rights in this Agreement.

7.4 Data Processing by Providers

You authorize us to use third-party infrastructure, subprocessors, AI providers, payment processors, communications providers, analytics vendors, and other service providers in connection with the Service.

8. AGGREGATED DATA; DERIVED DATA; BENCHMARKING; ANALYTICS

8.1 Ownership of Aggregated Data

Notwithstanding anything else in this Agreement, we exclusively own all right, title, and interest in and to Aggregated Data.

8.2 Present Assignment

To the extent any ownership in Aggregated Data does not automatically vest in us, you hereby irrevocably assign to us all right, title, and interest, including all intellectual property rights, in and to such Aggregated Data upon creation.

8.3 Commercial Rights

We may use, commercialize, license, sell, publish, disclose, distribute, display, exploit, and otherwise use Aggregated Data for any lawful business purpose, including:

  • analytics,
  • industry benchmarking,
  • model training,
  • market intelligence,
  • pricing intelligence,
  • trend reporting,
  • workflow optimization,
  • product improvement,
  • sales and marketing materials,
  • commercialization and resale.

8.4 De-Identification

We may de-identify, anonymize, transform, mask, aggregate, and otherwise process Service Data to create Aggregated Data. Aggregated Data is not Customer confidential information, not Service Data, and not subject to deletion requests except as required by applicable law.

8.5 No Duty to Segregate Methodology

Our methodologies, models, learnings, heuristics, prompts, schemas, weights, tuning, pattern recognition, and know-how developed from operating the Service are our sole property and are not restricted merely because they were informed in part by Service Data.

9. AI FEATURES; MODEL TRAINING; AUTOMATED PROCESSING

9.1 AI-Enabled Functionality

The Service may include AI Features that generate, summarize, classify, recommend, transcribe, automate, analyze, or otherwise process information. Outputs may be probabilistic, incomplete, inaccurate, or inappropriate and may require human review.

9.2 No Reliance Without Review

You are solely responsible for reviewing, validating, and approving outputs generated by AI Features before relying on them for operational, employment, legal, payroll, pricing, engineering, project management, or business decisions.

9.3 AI Data Use

You agree that we may use prompts, inputs, instructions, outputs, feedback, interaction logs, labels, corrections, and related Service Data to improve, evaluate, tune, train, and operate our AI Features and related systems, subject to applicable law and our Privacy Policy.

9.4 Third-Party AI Providers

We may use third-party AI providers and related infrastructure. You authorize us to transfer relevant data to such providers as necessary to provide AI Features and related functionality. We may contractually restrict those providers' use of your data, but we do not guarantee that all provider practices will mirror ours in every respect unless required by law or contract.

9.5 Retention in Models

To the extent permitted by law and technically applicable, data submitted through AI Features may contribute to persistent model improvements, tuning, system optimization, and knowledge representations. Such contributions may not be practically removable from trained systems, derivatives, or learned parameters.

9.6 No Separate Compensation

You are not entitled to compensation, royalties, accounting, or attribution arising from any model improvements, analytics, benchmarks, or downstream products or services that result from use of Service Data, AI interactions, or Feedback.

10. COMMUNICATIONS; TCPA; MESSAGE CONSENT

10.1 Consent to Communications

You consent to receive communications from us and our service providers relating to the Service, your Account, billing, security, updates, onboarding, support, marketing, and operational matters, including by email, phone call, text message, push notification, in-app messaging, prerecorded or AI-generated voice, and other communication methods, subject to applicable law.

10.2 Autodialed / Pre-Recorded / AI-Generated Communications

Where permitted by law and to the extent you provide the relevant contact information, you consent to our use of automated dialing systems, prerecorded messages, and AI-generated voice or text for lawful communications regarding the Service, including support, reminders, alerts, operational updates, renewals, collections, promotions, and other account-related matters.

10.3 Message Rates

Message and data rates may apply. Message frequency may vary.

10.4 Opt-Out

You may opt out of non-essential marketing messages using the opt-out mechanisms we provide. Operational, transactional, security, billing, legal, and service-related messages may still be sent where permitted by law.

10.5 Your Responsibility for End-Customer and Employee Communications

If the Service allows you to message, call, email, notify, record, monitor, or otherwise communicate with your employees, contractors, applicants, customers, or other contacts, you are solely responsible for obtaining all legally required notices and consents and for complying with all applicable communication laws and recording laws.

11. FEEDBACK; SUGGESTIONS; IDEAS

If you provide Feedback, you irrevocably assign to us all right, title, and interest in and to that Feedback, including all intellectual property rights. If any rights cannot be assigned, you grant us an irrevocable, perpetual, worldwide, royalty-free, sublicensable license to use, modify, commercialize, and otherwise exploit the Feedback without restriction or compensation.

12. PUBLICITY; BRAND FEATURES; TESTIMONIALS

12.1 Limited Publicity Right

Unless you opt out in writing or we agree otherwise in writing, you grant us a non-exclusive, worldwide, royalty-free license to use your business name, trade names, trademarks, logos, and factual statements identifying you as a customer of the Service in our customer lists, investor materials, sales materials, case studies, and Website.

12.2 Testimonials and Media

If you provide testimonials, recordings, interviews, photos, videos, reviews, quotes, or similar materials to us, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, publish, adapt, distribute, and display them for our business purposes, including marketing and training, unless otherwise expressly agreed in writing.

13. THIRD-PARTY SERVICES; INTEGRATIONS; OPEN ECOSYSTEM

13.1 Third-Party Services

The Service may interoperate with or provide access to Third-Party Services. Your use of Third-Party Services is at your own risk and subject to the third party's terms and privacy practices.

13.2 No Responsibility for Third Parties

We do not control and are not responsible for Third-Party Services, including uptime, functionality, data handling, performance, lawfulness, or security.

13.3 Authorization to Connect and Exchange Data

If you enable integrations or provide credentials or access tokens for Third-Party Services, you authorize us to access, retrieve, use, store, and transfer data as reasonably necessary to operate the integration and provide related functionality.

13.4 Credential Sharing

If you provide us or the Service with credentials, tokens, keys, or delegated permissions for any third-party system, you represent and warrant that you are authorized to do so and instruct us to act on those permissions.

14. ACCEPTABLE USE; PROHIBITED CONDUCT

You may not, and may not permit any third party to:

  • use the Service unlawfully or in violation of rights of others;
  • upload or transmit malicious code, ransomware, spyware, phishing content, or harmful material;
  • use the Service to harass, defame, threaten, exploit, or abuse others;
  • upload content involving child sexual abuse material, illegal exploitation, or unlawful content;
  • interfere with, disrupt, or degrade the Service or its infrastructure;
  • probe, scan, or test vulnerability without authorization;
  • bypass usage limits, access controls, or security features;
  • access the Service to build, train, support, benchmark, or improve a competing product except as expressly allowed by law and not waivable;
  • copy, scrape, harvest, mirror, frame, crawl, or data mine the Service or its content except through approved interfaces;
  • use the Service as a service bureau, outsourcing platform, or white-label offering for third parties except as expressly authorized;
  • reverse engineer, decompile, disassemble, decode, or derive source code, models, prompts, schemas, or underlying ideas except to the limited extent such restriction is prohibited by law;
  • use outputs or data from the Service to train competitive models or competing systems;
  • misrepresent identity, affiliation, or authorization;
  • submit false, misleading, or unauthorized data;
  • use the Service in connection with illegal employment practices, unlawful discrimination, fraud, unauthorized surveillance, or other prohibited conduct.

We may investigate suspected violations and cooperate with law enforcement or regulators.

15. REVERSE ENGINEERING; COMPETITIVE USE; MODEL EXTRACTION

Without limiting Section 14, you specifically agree not to:

  • attempt to extract, reconstruct, infer, or replicate underlying models, prompts, schemas, system messages, algorithms, workflows, architecture, weights, parameters, heuristics, or proprietary business logic of the Service;
  • use the Service for comparative evaluation, load testing, feature harvesting, model extraction, or competitive analysis intended to build or improve a competing offering;
  • use screenshots, exports, outputs, API responses, or observed behavior to replicate Service functionality beyond lawful fair use.

This restriction survives termination.

16. CONFIDENTIALITY

16.1 Our Confidential Information

The Service, Documentation, pricing, product roadmaps, non-public features, technical information, security practices, business plans, and all non-public information disclosed by us are our confidential information.

16.2 Your Confidential Information

Service Data that is not Aggregated Data and is not publicly available through no fault of ours will be treated as your confidential information.

16.3 Exclusions

Confidential information does not include information that:

  • is or becomes public without breach,
  • was already known without duty of confidentiality,
  • is received lawfully from a third party without duty of confidentiality,
  • is independently developed without use of the confidential information.

16.4 Permitted Disclosure

Either party may disclose confidential information as required by law, court order, subpoena, regulatory process, financing diligence, corporate transaction, or to professional advisors, provided reasonable steps are taken where practicable.

17. PRIVACY

Your use of the Service is also governed by our Privacy Policy, which is incorporated into this Agreement by reference. If there is a conflict between this Agreement and the Privacy Policy regarding contractual rights in data, this Agreement controls to the maximum extent permitted by law, and the Privacy Policy will govern disclosure practices and legally required notices.

18. BETA FEATURES; EXPERIMENTAL SERVICES

We may offer alpha, beta, early access, pilot, preview, or experimental features ("Beta Features"). Beta Features may be incomplete, unstable, unavailable, inaccurate, changed without notice, or discontinued at any time. Beta Features are provided as is, with no warranty, service level, support obligation, or commitment to general availability.

19. SERVICE AVAILABILITY; CHANGES; SUPPORT

19.1 Modifications

We may add, remove, modify, suspend, or discontinue any part of the Service at any time.

19.2 No Guaranteed Uptime

Unless expressly stated in a separate signed service level agreement, we do not guarantee uptime, availability, continuity, recovery times, or error-free operation.

19.3 Support

Any support, onboarding, implementation, or training we provide is subject to the plan purchased and any separate written terms.

20. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, ALL CONTENT, OUTPUTS, AI FEATURES, REPORTS, CALCULATIONS, RECOMMENDATIONS, TEMPLATES, INTEGRATIONS, AND RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE."

WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF:

  • MERCHANTABILITY,
  • FITNESS FOR A PARTICULAR PURPOSE,
  • TITLE,
  • NON-INFRINGEMENT,
  • ACCURACY,
  • RELIABILITY,
  • QUIET ENJOYMENT,
  • SYSTEM INTEGRATION,
  • UNINTERRUPTED OR ERROR-FREE OPERATION.

WE DO NOT WARRANT THAT:

  • THE SERVICE WILL MEET YOUR REQUIREMENTS,
  • THE SERVICE WILL BE SECURE OR ERROR-FREE,
  • OUTPUTS WILL BE ACCURATE OR COMPLETE,
  • DEFECTS WILL BE CORRECTED,
  • THE SERVICE WILL RESULT IN PROFITABILITY, LEGAL COMPLIANCE, ENGINEERING SUFFICIENCY, PAYROLL ACCURACY, OR ANY PARTICULAR BUSINESS RESULT.

YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENT REVIEW OF ANY OUTPUTS, CALCULATIONS, CLASSIFICATIONS, AI RESULTS, OR BUSINESS DECISIONS.

21. NO PROFESSIONAL ADVICE

The Service does not provide legal, accounting, tax, engineering, payroll, HR, employment, insurance, financial, surveying, permitting, compliance, or other professional advice. Any information, outputs, templates, calculations, recommendations, or AI-generated content are for informational and operational convenience only and are not a substitute for advice from qualified professionals.

22. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

22.1 Excluded Damages

IN NO EVENT WILL WE OR OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, GOODWILL, DATA, USE, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22.2 Liability Cap

OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF:

(a) THE AMOUNTS PAID BY CUSTOMER TO US FOR THE SERVICE DURING THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR

(b) ONE HUNDRED U.S. DOLLARS ($100), IF NO FEES WERE PAID.

22.3 Allocation of Risk

The parties agree that the disclaimers and limitations in this Agreement are an essential basis of the bargain and will apply even if any limited remedy fails of its essential purpose.

22.4 Non-Excludable Rights

Nothing in this Agreement excludes liability that cannot be excluded under applicable law.

23. INDEMNIFICATION

You will defend, indemnify, and hold harmless us and our Affiliates, officers, directors, employees, contractors, licensors, and agents from and against any claims, demands, suits, actions, investigations, damages, judgments, settlements, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

  • your or your Users' use of the Service,
  • Service Data,
  • violation of this Agreement,
  • violation of law,
  • infringement or misappropriation of rights of any third party,
  • your communications with employees, contractors, customers, or other contacts,
  • your products, services, payroll, employment practices, estimates, engineering decisions, construction decisions, or business operations.

We may assume exclusive control of any matter subject to indemnification, and you will cooperate at your expense.

24. SUSPENSION; TERMINATION

24.1 Suspension

We may immediately suspend, restrict, or disable access to all or part of the Service if we believe:

  • you breached this Agreement,
  • there is fraud, abuse, legal exposure, security risk, or nonpayment,
  • continued access could harm us, the Service, or others,
  • suspension is required by law, regulator, court order, or provider requirement.

24.2 Termination by You

You may stop using the Service at any time. If you are on a paid subscription, cancellation takes effect according to the billing terms in effect, and fees already accrued remain due.

24.3 Termination by Us

We may terminate this Agreement, any Account, any subscription, or access to any part of the Service at any time, with or without cause, subject to applicable law.

24.4 Effect of Termination

Upon termination:

  • your license ends immediately,
  • we may disable access,
  • outstanding payment obligations become due,
  • certain Service Data may no longer be accessible,
  • we may retain data as permitted by law, for backup, compliance, enforcement, analytics, auditing, fraud prevention, and internal records,
  • Aggregated Data remains ours and may continue to be used.

24.5 No Obligation to Maintain Data

We have no obligation to maintain, export, or return Service Data after termination except as required by law or expressly stated in writing.

25. DATA EXPORT; DELETION; RETENTION

25.1 Export During Active Term

During an active subscription and subject to product functionality, you may be able to export certain Service Data.

25.2 Retention After Termination

After termination, we may delete Service Data in the ordinary course. We may also retain copies for compliance, litigation hold, security, backup, fraud prevention, and business records.

25.3 Aggregated Data Excluded

Deletion or return obligations do not apply to Aggregated Data, model improvements, logs, diagnostics, or internal business records derived from the Service.

26. INTELLECTUAL PROPERTY CLAIMS

If the Service is alleged to infringe a third party's intellectual property right, we may, at our option:

  • modify the Service,
  • replace the Service,
  • obtain rights for continued use,
  • terminate the affected functionality and provide a pro rata refund of prepaid fees for the terminated portion, if any.

This section states your exclusive remedy for third-party IP infringement claims by us.

27. DISPUTE RESOLUTION; MANDATORY ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION AND INCLUDES A WAIVER OF JURY TRIAL AND, WHERE PERMITTED, CLASS OR COLLECTIVE RELIEF.

27.1 Scope of Arbitration Agreement

You and Company agree that any dispute, claim, or controversy arising out of or relating in any way to:

  • this Agreement,
  • the Service,
  • the Website,
  • any subscription, proposal, invoice, or order,
  • billing, renewals, fees, collections, or refunds,
  • Service Data, Aggregated Data, analytics, AI Features, or data rights,
  • privacy, security, communications, or recordings,
  • your relationship with us,
  • the interpretation, applicability, enforceability, or validity of this arbitration provision,

will be resolved by final and binding arbitration on an individual basis, except for the limited exclusions below.

27.2 Exceptions

Either party may:

  • bring an individual claim in small claims court if the claim qualifies,
  • seek temporary, preliminary, or permanent injunctive or equitable relief in court for misuse or infringement of intellectual property, breach of confidentiality, unauthorized access, scraping, reverse engineering, or security violations,
  • seek collection of undisputed past-due amounts in court.

27.3 Pre-Arbitration Notice

Before initiating arbitration, the claiming party must send written notice describing the dispute and requested relief to the other party. If sent to us, notice must be sent to:

Briarpatch Strategies Inc.
Attn: Legal Notice
Texas, United States
Email: legal@crewbonusapp.com

If the dispute is not resolved within sixty (60) days after receipt of notice, either party may commence arbitration.

27.4 Rules and Forum

Arbitration will be administered by the American Arbitration Association ("AAA") under its then-current applicable commercial arbitration rules, except as modified by this Agreement. Unless the parties agree otherwise, arbitration may be conducted remotely by video, telephonically, on written submissions, or in the county and state of our principal place of business.

27.5 Arbitrator Authority

The arbitrator will have exclusive authority to resolve all threshold arbitrability issues except those concerning the enforceability of the class action waiver to the extent reserved by law. The arbitrator may award the same individualized relief available in court, subject to this Agreement.

27.6 Individual Relief Only

All claims must be brought in an individual capacity and not as a plaintiff, claimant, class member, or representative in any purported class, collective, coordinated, mass, or representative proceeding.

27.7 Class and Jury Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND COMPANY WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, REPRESENTATIVE, COORDINATED, OR MASS ACTION.

27.8 Severability

If any portion of this arbitration section is found unenforceable, the unenforceable portion will be severed and the remainder enforced to the maximum extent permitted by law. If the class action waiver is found unenforceable as to a particular claim and that determination cannot lawfully be severed, then that claim will proceed in court and all other claims will remain subject to arbitration.

27.9 Survival

This arbitration section survives termination of this Agreement and your relationship with us.

27.10 Opt-Out

You may opt out of this arbitration section by sending written notice to the address above within thirty (30) days after you first accept this Agreement. Your notice must clearly state your name, account email, business name if applicable, and an unequivocal statement that you wish to opt out of arbitration. Opting out affects only this arbitration section and not the remainder of the Agreement.

28. GOVERNING LAW; VENUE FOR NON-ARBITRABLE MATTERS

This Agreement is governed by the laws of the State of Texas, without regard to conflict of law principles, except that the Federal Arbitration Act governs the interpretation and enforcement of Section 27. For any matter not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Texas, and waive objections based on venue or forum non conveniens.

29. EXPORT; SANCTIONS; COMPLIANCE

You represent and warrant that you are not located in, organized in, or ordinarily resident in any country or territory subject to comprehensive sanctions, and are not a prohibited or restricted party under applicable export control or sanctions laws. You may not use the Service in violation of export laws or sanctions.

30. GOVERNMENT USE

If you are a government entity, your rights in the Service are limited to those expressly granted in this Agreement, subject to applicable mandatory law.

31. FORCE MAJEURE

We are not liable for delays, failures, or inability to perform caused by circumstances beyond our reasonable control, including natural disasters, labor disputes, utility failures, internet outages, attacks, war, terrorism, civil unrest, pandemics, government action, vendor failures, cloud outages, or failures of third-party infrastructure.

32. ASSIGNMENT

You may not assign, delegate, transfer, or sublicense this Agreement or any rights or obligations under it without our prior written consent. We may assign or transfer this Agreement without restriction, including in connection with a merger, acquisition, financing, reorganization, or sale of assets.

33. INDEPENDENT CONTRACTORS

The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary, franchise, or employment relationship between the parties.

34. NO WAIVER

Failure to enforce any provision of this Agreement is not a waiver of that provision or any other provision.

35. SEVERABILITY

If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted, and the remainder of the Agreement will remain in full force and effect.

36. ENTIRE AGREEMENT

This Agreement, together with any applicable order form, pricing page incorporated by reference, Privacy Policy, data processing addendum if any, and other documents expressly incorporated by reference, constitutes the entire agreement between you and us regarding the Service and supersedes all prior or contemporaneous understandings, discussions, proposals, and communications relating to the Service.

37. MODIFICATIONS TO THIS AGREEMENT

We may update this Agreement from time to time by posting a revised version on the Website or otherwise notifying you. Except where prohibited by law, the revised Agreement becomes effective on the stated effective date. Your continued use of the Service after the effective date constitutes acceptance of the revised Agreement.

If we make a material change to the arbitration section, you may reject that change by sending written notice within thirty (30) days after the change becomes effective, in which case the version of the arbitration section in effect immediately before the change will continue to govern disputes between you and us.

38. NOTICES

We may provide notices by email, in-product message, posting on the Website, or other reasonable means. You must send legal notices to the address and email designated in Section 27.3 unless we designate a different notice address in writing.

39. CONTACT INFORMATION

Briarpatch Strategies Inc.
Texas, United States
Email: support@crewbonusapp.com
Legal: legal@crewbonusapp.com

40. SURVIVAL

The following sections survive termination or expiration of this Agreement: Sections 6 through 8, 9.5 through 9.6, 11 through 17, 20 through 40, and any other provisions that by their nature should survive.

41. PRODUCT-SPECIFIC TERMS

Additional terms may apply to specific products, modules, add-ons, APIs, payroll-related exports, estimating tools, calculator features, AI assistants, communications features, payment tools, or integrations. In the event of a conflict between product-specific terms and this Agreement, the product-specific terms control for that product.

42. PAYMENT AND FINANCIAL FEATURE DISCLAIMER

If the Service includes time tracking, payroll export, budgeting, bonus calculation, estimating, quoting, pricing, classification, forecasting, or other financially relevant features, you acknowledge that such features are tools for operational assistance only. You remain solely responsible for:

  • wage and hour compliance,
  • payroll accuracy,
  • tax withholding and remittance,
  • overtime calculations,
  • bonus legality,
  • estimate accuracy,
  • contract pricing,
  • engineering sufficiency,
  • permitting compliance,
  • accounting treatment,
  • final human review before action.

We are not your payroll processor, accountant, attorney, engineer, or insurer unless expressly stated in a separate signed agreement.

43. SECURITY DISCLAIMER

We use commercially reasonable measures we deem appropriate to secure the Service, but no system is perfectly secure. You acknowledge and accept the inherent risks of internet-based services, communications systems, cloud infrastructure, and AI-enabled systems.

44. RECORDINGS; MONITORING; QUALITY ASSURANCE

To the extent permitted by law, we and our providers may monitor, record, review, transcribe, analyze, and process calls, meetings, chats, emails, tickets, support interactions, in-product activity, and related communications for support, training, quality assurance, security, fraud prevention, analytics, product improvement, and AI functionality. You are responsible for ensuring legally required consent is obtained from your personnel and contacts where your use of the Service involves monitored or recorded communications.

45. NO THIRD-PARTY BENEFICIARIES

Except as expressly stated in this Agreement, no person or entity other than the parties and their permitted successors and assigns will have any right to enforce this Agreement.

PRODUCT-SPECIFIC TERMS

The following product-specific terms supplement this Agreement and apply to the identified products and features. In the event of a conflict between a product-specific section and another provision of this Agreement, the product-specific section controls solely with respect to that product or feature. All other provisions of this Agreement remain in full force and effect.

46. RED IRON CALCULATOR PRODUCT-SPECIFIC TERMS

The following terms apply specifically to the Red Iron Calculator product, related tools, outputs, features, calculations, drawings, layouts, member schedules, cut lists, design aids, pricing aids, engineering-adjacent tools, and all related functionality made available through the Service (collectively, the "Red Iron Calculator Features"). In the event of a conflict between this Section and another provision of this Agreement, this Section controls with respect to the Red Iron Calculator Features.

46.1 Assistance Tool Only; Not Engineering Services

The Red Iron Calculator Features are provided solely as informational, computational, drafting, estimating, planning, and workflow assistance tools. The Red Iron Calculator Features do not constitute professional engineering services, architectural services, surveying services, code consulting, permitting services, fabrication certification, construction supervision, field verification, or legal compliance advice.

46.2 No Licensed Design Professional Relationship

Your use of the Red Iron Calculator Features does not create any engineer-of-record, architect-of-record, licensed professional, fiduciary, advisory, contractor, subcontractor, or agency relationship between you and Company. Company is not acting as your engineer, architect, contractor, fabricator, erector, inspector, reviewer, or code official unless expressly stated in a separate written agreement signed by Company.

46.3 No Seal, Certification, or Code Guarantee

Unless expressly stated in a separate signed writing, no output, drawing, calculation, cut list, design suggestion, detail, or recommendation generated by the Red Iron Calculator Features is stamped, sealed, certified, guaranteed, approved, or warranted to comply with any building code, zoning rule, engineering standard, permitting requirement, site condition, manufacturer requirement, lender condition, insurer requirement, or governmental approval standard.

46.4 User Responsibility for Final Review and Independent Verification

You are solely responsible for independently reviewing, verifying, and approving all inputs, assumptions, dimensions, loads, spans, member sizes, connections, layouts, details, quantities, materials, cut lengths, trim, sheeting, framing, clearances, openings, tolerances, erection assumptions, fabrication requirements, and all other outputs before relying on or using them for quoting, purchasing, fabrication, permitting, construction, installation, stamping, filing, or field work.

46.5 Site-Specific Conditions Are Your Responsibility

You acknowledge that the suitability of any output depends on site-specific conditions, including but not limited to wind, snow, seismic, soil, frost, foundation design, drainage, exposure category, occupancy, importance factors, topography, jurisdictional amendments, existing conditions, tolerances, field measurements, utility conflicts, equipment loads, attached structures, crane or erection constraints, and local code requirements. Company does not verify site-specific conditions, field conditions, or local jurisdiction requirements.

46.6 No Warranty as to Structural Sufficiency or Constructability

Company does not warrant that any Red Iron Calculator Feature or output is structurally sufficient, buildable, manufacturable, fabricable, safe, code-compliant, fit for a particular purpose, or free from error. You assume all risk arising from reliance on any output, whether preliminary or final, including all risk of underdesign, overdesign, omissions, dimensional conflicts, member conflicts, material shortages, sequencing issues, fabrication errors, erection issues, cost overruns, schedule impacts, and downstream losses.

46.7 Professional Review Recommended

You are solely responsible for determining whether review, approval, adaptation, or certification by a licensed engineer, architect, detailer, fabricator, contractor, or other qualified professional is required for your use case. Where required by law, contract, lender, insurer, manufacturer, owner, or jurisdiction, you must obtain such independent professional review before relying on any output.

46.8 No Responsibility for Construction Means, Methods, or Safety

Company is not responsible for construction means, methods, sequences, temporary bracing, rigging, erection procedures, jobsite safety, OSHA compliance, equipment selection, crew practices, welding procedures, field modifications, fabrication practices, or installation quality. Those matters are solely the responsibility of the user and the user's contractors, fabricators, engineers, and field personnel.

46.9 Cost, Quantity, and Procurement Outputs

Any quantities, pricing references, material lists, cut lists, order lists, takeoffs, procurement suggestions, or similar outputs generated by the Red Iron Calculator Features are estimates or workflow aids only unless expressly stated otherwise in writing. You remain solely responsible for verifying commercial accuracy, vendor requirements, procurement strategy, substitutions, waste factors, freight, lead times, availability, and final order quantities.

46.10 Limitation on Reliance

You agree that no output from the Red Iron Calculator Features will be treated as a substitute for independent professional judgment, stamped plans, shop drawing review, field verification, fabrication review, or final project-specific design responsibility. Any reliance on the Red Iron Calculator Features is solely at your own risk.

46.11 User Indemnity for Project Use

Without limiting the indemnification obligations elsewhere in this Agreement, you will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, contractors, licensors, and agents from and against any claims, demands, suits, actions, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your use of the Red Iron Calculator Features for any project; (b) any design, engineering, quoting, fabrication, erection, permitting, or construction decision made by you or on your behalf; (c) any structural failure, alleged defect, dimensional issue, material shortage, code issue, safety incident, or project loss allegedly related to outputs from the Red Iron Calculator Features; or (d) your failure to obtain independent professional review where appropriate or required.

47. CREWBONUSAPP PRODUCT-SPECIFIC TERMS

The following terms apply specifically to the CrewBonusApp product, related tools, outputs, features, time tracking, labor tracking, bonus calculations, crew performance tools, payroll-adjacent exports, workforce analytics, reporting, communications, GPS or location-enabled features, and all related functionality made available through the Service (collectively, the "CrewBonusApp Features"). In the event of a conflict between this Section and another provision of this Agreement, this Section controls with respect to the CrewBonusApp Features.

47.1 Workforce Management Tool Only

The CrewBonusApp Features are provided solely as workflow, recordkeeping, reporting, analytics, planning, and administrative tools. The CrewBonusApp Features do not constitute payroll processing services, legal advice, HR consulting, wage-and-hour compliance advice, tax advice, benefits administration, workers' compensation administration, unemployment compliance services, or employment law advice.

47.2 No Employer-of-Record or Payroll Processor Relationship

Company is not your employer, co-employer, joint employer, payroll processor, payroll provider, professional employer organization, staffing company, bookkeeper, accountant, HR manager, or legal compliance advisor unless expressly stated in a separate written agreement signed by Company.

47.3 User Responsibility for Wage, Hour, and Labor Compliance

You are solely responsible for compliance with all federal, state, local, provincial, and other applicable laws and regulations relating to employment, independent contractor classification, wage payment, minimum wage, overtime, breaks, meal periods, travel time, prevailing wage, deductions, reimbursements, bonuses, commissions, payroll taxes, timekeeping, record retention, notices, consent requirements, and all related labor and employment obligations.

47.4 Time Tracking and Attendance Records

The Service may assist with recording, storing, exporting, or summarizing time, attendance, shift, or location-related information, but Company does not warrant that any time entry, clock event, GPS record, edit history, job allocation, attendance record, or export is complete, accurate, legally sufficient, tamper-proof, or compliant with any specific employment law or payroll rule. You are solely responsible for reviewing and approving all time and attendance records before using them for payroll, bonuses, discipline, compliance, or reporting.

47.5 Bonus Calculations and Performance Metrics

Any bonus calculations, payout suggestions, crew scoring, job health indicators, forecasts, rankings, productivity metrics, or performance analytics generated by the CrewBonusApp Features are informational tools only. You are solely responsible for determining whether any bonus program, compensation method, weighting system, time allocation method, or performance metric is lawful, accurate, contractually permitted, non-discriminatory, and appropriate for your workforce and jurisdiction.

47.6 No Guarantee of Payroll or Compensation Accuracy

Company does not guarantee the correctness of payroll-related exports, bonus calculations, allocation logic, rate handling, overtime treatment, time rounding, labor burden assumptions, job costing assumptions, or any other compensation-related output. You must independently review and verify all outputs before using them for payroll, bonuses, invoicing, management decisions, or employee communications.

47.7 GPS, Location, and Monitoring Features

If you use any GPS, location, route, map, device, monitoring, or event-based tracking functionality, you are solely responsible for providing all legally required notices and obtaining all legally required consents from employees, contractors, applicants, customers, or other affected individuals. Company is not responsible for your compliance with privacy, employment, surveillance, tracking, wiretap, or recording laws.

47.8 Communications With Workers and Customers

If the CrewBonusApp Features enable you to message, notify, call, email, record, monitor, or otherwise communicate with workers, applicants, customers, or other contacts, you are solely responsible for the content of those communications and for compliance with all applicable laws, including laws governing consent, recording, telemarketing, SMS, autodialing, marketing, privacy, and employment communications.

47.9 Employment Decisions

You acknowledge and agree that you, and not Company, are solely responsible for all hiring, firing, discipline, promotion, compensation, scheduling, classification, staffing, and other employment or contractor-management decisions. You must not rely exclusively on automated outputs, analytics, rankings, recommendations, alerts, or AI-generated content when making employment-related decisions.

47.10 Taxes, Withholding, and Reporting

You are solely responsible for all payroll tax calculations, withholding, remittance, filings, reporting, W-2s, 1099s, state and local payroll compliance, and all other tax-related obligations. The Service is not tax software and does not guarantee tax treatment or tax compliance.

47.11 Recordkeeping and Retention

Although the CrewBonusApp Features may assist with maintaining workforce records, you remain solely responsible for retaining legally required records for the required retention periods and in the legally required format. Company does not guarantee that use of the Service alone satisfies your recordkeeping obligations under wage-and-hour, tax, employment, or regulatory laws.

47.12 Limitation on Reliance

You agree that the CrewBonusApp Features are decision-support and workflow tools only and are not a substitute for payroll review, legal review, HR review, tax advice, or management judgment. Any reliance on outputs from the CrewBonusApp Features is solely at your own risk.

47.13 User Indemnity for Workforce and Compensation Matters

Without limiting the indemnification obligations elsewhere in this Agreement, you will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, contractors, licensors, and agents from and against any claims, demands, suits, actions, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your employment, compensation, classification, scheduling, payroll, bonus, overtime, tax, or labor practices; (b) your use of the CrewBonusApp Features in connection with any employment or contractor-management decision; (c) any alleged underpayment, overpayment, missed break, overtime violation, tax issue, privacy violation, consent issue, surveillance claim, discrimination claim, retaliation claim, or recordkeeping issue; or (d) your failure to obtain required notices, consents, or independent legal, payroll, HR, or tax review.

CrewBonusApp

Time tracking and performance pay
for contractors and field crews.

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