Terms of Service

1.The Service#

ContractorLedger is a multi-tenant software-as-a-service platform built for small and mid-size commercial general contractors. It provides job-cost tracking (projects, subcontracts, expenses, payments, retainage), quote building, AIA-style G702/G703 payment application generation, lien waiver document generation, and portfolio financial reporting with Excel/CSV export.

We host and operate the Service, keep automated backups, and provide support as described in your order form or as otherwise agreed in writing. We may improve, add, or modify features over time; we will not materially reduce the core functionality of the Service during a paid subscription period.

2.Accounts & Invite-Only Access#

ContractorLedger is an invite-only product. There is no public self-service sign-up: organizations are provisioned by us, and additional users join by invitation from their organization's administrator. Access may be provided under a paid subscription, a pilot arrangement, or a sandbox/demonstration arrangement.

• You must provide accurate account information and keep your login credentials confidential.
• You may not share login credentials between users; each person needs their own account.
• You are responsible for activity that occurs under your organization's accounts, and for your users' compliance with these Terms.
• Notify us promptly at zakeeb@blckglass.com if you suspect your credentials have been compromised.

3.Acceptable Use#

You may use the Service only for your own internal business operations. You will not (and will not allow anyone else to):

• Resell, sublicense, rent, or otherwise provide access to the Service to third parties;
• Reverse engineer, decompile, or attempt to discover the source code or underlying algorithms of the Service, except to the extent applicable law prohibits this restriction;
• Copy, modify, or create derivative works of the Service, or remove proprietary notices;
• Use the Service to store or transmit unlawful content, infringe anyone's rights, or violate applicable law;
• Probe, scan, or test the security of the Service, interfere with its operation, degrade its performance, or circumvent access restrictions or tenant boundaries;
• Access accounts, data, or portions of the Service you are not authorized to access;
• Use the Service to build a competing product or service;
• Use automated means (bots, scrapers) to access the Service other than its intended interfaces.

We may suspend access for material violations of this section, for use that puts the Service or other customers at risk, or for accounts with significantly overdue undisputed balances. Where practical, we will warn you before suspending.

4.Your Data#

You own your data. All project, job-cost, financial, vendor, quote, and document data that you or your users submit to the Service ("Customer Content") is and remains yours. We claim no ownership of it.

You grant us a limited, non-exclusive license to host, copy, process, display, and transmit Customer Content only as needed to provide, maintain, secure, and support the Service for you (including generating the documents and reports you ask the Service to produce, and keeping backups). We do not sell Customer Content, use it for advertising, or use it to train artificial-intelligence or machine-learning models.

You are responsible for the accuracy and lawfulness of Customer Content and represent that you have the rights needed to submit it. Customer Content is kept logically isolated per organization (tenant) within the Service. Our handling of personal information is described in the Privacy Policy.

Do not submit data the Service is not designed for — such as protected health information, payment card numbers, social security numbers, or similar regulated sensitive data — unless we have agreed to it in writing.

5.Our Intellectual Property#

We retain all right, title, and interest in and to the Service — including its software, design, document templates as implemented in the Service, and documentation — whether developed before or after you started using it. Other than the limited right to access and use the Service under these Terms, no rights in the Service are granted to you.

If you choose to give us feedback or suggestions, we may use them freely without restriction or obligation. We may also collect and analyze technical usage data about how the Service performs and is used, and may use it to maintain and improve the Service; we will only disclose such usage data to others in aggregated form that does not identify you or your users.

6.Fees#

Fees, subscription periods, payment methods, and renewal terms are set out in your order form or Cloud Service Agreement. Unless stated otherwise there, fees are in U.S. dollars, exclusive of taxes (which are your responsibility, other than our income taxes), and non-refundable except where these Terms or your signed agreement expressly provide a refund.

Pilot use is free only where we have agreed to it in writing. Pilot and sandbox access may be modified or ended by us at any time on reasonable notice.

7.Term, Termination & Data Export#

These Terms apply for as long as you use the Service. Either party may terminate for material breach that remains uncured 30 days after written notice. Subscription term, renewal, and any termination-for-convenience rights are governed by your order form or signed agreement.

What happens on exit:

• Export. The Service includes built-in export of your financial and report data (Excel/CSV). For 30 days after termination, we will, on request, make your Customer Content available for export in a standard format.
• Deletion. On your written request, we will delete your Customer Content from production systems within 30 days; residual copies in encrypted backups are purged on the normal backup cycle (within 60 days). See the Privacy Policy for details.
• Outstanding fees accrued before termination remain payable.

Sections of these Terms that by their nature should survive termination (including ownership, confidentiality, disclaimers, limitation of liability, and governing law) survive.

8.Confidentiality#

Each party may receive non-public information from the other that is identified as confidential or that should reasonably be understood to be confidential — for you, that includes your non-public Customer Content; for us, that includes non-public information about the Service. The receiving party will use the disclosing party's confidential information only as needed to perform under these Terms, will not disclose it to others except to personnel and service providers bound by at least equivalent confidentiality obligations, and will protect it with at least reasonable care. These obligations do not apply to information that is or becomes public through no fault of the recipient, was already lawfully known, is received lawfully from a third party, or is independently developed. A recipient may disclose confidential information where required by law, with reasonable advance notice where legally permitted.

9.Disclaimers#

Except as expressly stated in a signed agreement between you and BlackGlass, the Service is provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all other warranties and conditions, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not guarantee that the Service will be uninterrupted, error-free, or perfectly secure.

10.Limitation of Liability#

To the maximum extent permitted by law: (a) neither party will be liable to the other for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to these Terms, even if advised of the possibility; and (b) each party's total cumulative liability for all claims arising out of or relating to these Terms or the Service will not exceed the fees you paid or owed to us for the Service in the 12 months immediately before the event giving rise to the claim (or, if you have paid no fees — for example during a free pilot or sandbox use — one hundred U.S. dollars ($100)).

These limits apply to all theories of liability (contract, tort including negligence, statutory, or otherwise) but do not limit either party's liability where the law does not allow it to be limited. If you have a signed Cloud Service Agreement with us, its liability caps and exceptions (including any increased caps for specific claims) control over this section.

11.Indemnification#

By us. We will defend and indemnify you against third-party claims alleging that the Service, used as permitted under these Terms, infringes or misappropriates that third party's intellectual-property rights, and we will pay resulting damages, settlements, and reasonable attorneys' fees. This does not apply to claims arising from unauthorized use or modification of the Service or its combination with items we did not provide. If such a claim occurs, we may secure the right for you to keep using the Service, modify the affected part, or terminate the affected access with a prorated refund of prepaid fees.

By you. You will defend and indemnify us against third-party claims arising from (a) Customer Content infringing or misappropriating a third party's rights, or (b) your breach of Section 3 (Acceptable Use), and you will pay resulting damages, settlements, and reasonable attorneys' fees.

The party seeking protection must notify the other promptly, give it sole control of the defense and settlement (no settlement admitting fault on behalf of the protected party without its consent), and provide reasonable assistance at the indemnifying party's expense.

12.Changes to These Terms#

We may update these Terms from time to time. For material changes, we will notify account holders by email at least 30 days before the change takes effect and update the "Last updated" date above. Continued use of the Service after a change takes effect constitutes acceptance. If you do not agree to a change, stop using the Service and contact us before the effective date. Changes do not apply retroactively.

13.Signed Agreements Control#

Many ContractorLedger customers sign a separate Cloud Service Agreement (with an order form and any addenda) with BlackGlass. If you or your organization has a signed agreement with us, that agreement controls wherever it conflicts with these Terms — including on fees, support, service levels, security commitments, liability, and termination. These Terms fill the gaps and govern users and uses not covered by a signed agreement.

14.Governing Law & Venue#

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Any legal action relating to these Terms or the Service must be brought exclusively in the state or federal courts located in Texas, and each party submits to the jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.General#

• Independent contractors. The parties are independent contractors; these Terms create no partnership, joint venture, or employment relationship.
• Assignment. Neither party may assign these Terms without the other's consent, except in connection with a merger, reorganization, or sale of substantially all assets, with notice.
• Severability & waiver. If any provision is unenforceable, the rest remains in effect; failing to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, except your obligation to pay accrued fees.
• Export & geographic use. The Service is provided for use within the United States and is subject to U.S. export-control and sanctions laws.
• Notices. Legal notices to us go to zakeeb@blckglass.com; notices to you go to the email address on your account.

16.Contact#

Questions about these Terms? Contact BlackGlass Consulting LLC at zakeeb@blckglass.com or by mail at 5900 Balcones Drive STE 100, Austin, TX 78731, USA.