DATAx Terms of Service

The following DATAx Terms of Service together with an Order Form or Subscription issued hereunder are collectively a legal agreement (the “Agreement”) between ContractorCTO LLC (“DATAx”, “we”, “us”, or “our”), and the customer (“Customer”, “you”, or “your”). This Agreement commences on the date you accept these terms or first access the Service. This Agreement incorporates DATAx's Privacy Policy by reference. Use of the Service is offered to Customer conditioned upon acceptance, without modification, of the terms, conditions, and notices contained in this Agreement.

If you are entering into this Agreement on behalf of your organization, that organization is deemed to be the Customer and you represent and warrant that you have the legal power and authority to bind that organization to this Agreement.

1. Definitions

• 1.1 “Authorized User” means an individual who is authorized by Customer to use the Service under Customer's account, subject to the user limits of the applicable Subscription tier.
• 1.2 “Customer Data” means all information, data, and content submitted, uploaded, or transmitted by Customer or Authorized Users through the Service, including but not limited to: JOBTREAD data, construction project information, job details, messages, attachments, files, tasks, daily logs, invoices, photographs, videos, client information, analytics data, and any other similar content. Customer Data excludes Usage Data.
• 1.3 “Intellectual Property Rights” means all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
• 1.4 “Improvements” means new versions, features, functionality, enhancements, upgrades, error corrections, bug fixes, and updates to the Service. Certain Improvements may be offered as premium features requiring additional Subscription Fees.
• 1.5 “Order Form” means an ordering document, online subscription purchase, or electronic order through the Service interface specifying the Service tier, Subscription Term, number of Authorized Users, and Subscription Fees.
• 1.6 “Service” means DATAx's cloud-based JOBTREAD automation, dashboard, analytics, and toolbox platform, including all associated software, APIs, integrations, documentation, and any Improvements thereto.
• 1.7 “Subscription” means the access to the Service purchased by Customer as set forth in an applicable Order Form or subscription plan, specifying the subscription tier (Free, Standard, Pro, Enterprise), term of service (“Subscription Term”), number of Authorized Users, feature access, and applicable fees (“Subscription Fees”).
• 1.8 “Usage Data” means anonymized, aggregated data about how the Service is used, including performance metrics, feature usage statistics, and similar technical or operational information that does not identify Customer or any individual.
• 1.9 “Beta Features” means features, functionality, or services that are labeled as alpha, beta, preview, early access, or similar designations, which are made available on an optional, trial, or experimental basis.

2. The Service

2.1 Access Rights

Subject to Customer's compliance with this Agreement and payment of applicable Subscription Fees, DATAx hereby grants Customer a limited, non-exclusive, non-transferable (except as specifically permitted in Section 11.7), non-sublicensable, revocable right to access and use the Service during the applicable Subscription Term solely for Customer's internal business purposes to facilitate construction project management, JOBTREAD automation, analytics, and related workflows for Customer's projects and authorized client interactions.

2.2 Account Registration and Security

To use the Service, you must create an account and provide accurate, complete, and current registration information. You are responsible for:

• Maintaining the confidentiality of your account credentials and API keys
• All activities that occur under your account, whether or not authorized by you
• Immediately notifying DATAx of any unauthorized access or security breach
• Ensuring all Authorized Users comply with this Agreement
• Not sharing account credentials among multiple individuals

DATAx reserves the right to require you to change your password if we believe your account is no longer secure.

2.3 Subscription Tiers and Limitations

The Service is offered in multiple subscription tiers with varying features, user limits, and usage restrictions. Your use of the Service is subject to the limitations of your selected tier, including but not limited to:

• Number of Authorized Users
• API rate limits and request volumes
• Storage capacity and data retention periods
• Access to premium features, integrations, and toolbox applications
• Support response times and channels

Feature availability and limitations for each tier are described on our pricing page at winyourdata.com/pricing.

2.4 Usage Restrictions

Customer shall not, and shall not permit any Authorized User or third party to:

• Make the Service available to, or use the Service for the benefit of, anyone other than Customer and its Authorized Users within the scope of the Subscription
• Rent, lease, sublicense, sell, resell, assign, transfer, distribute, time share, or otherwise commercially exploit the Service
• Reverse engineer, decompile, disassemble, copy, modify, adapt, create derivative works of, hack, or otherwise attempt to gain unauthorized access to the Service or its underlying technology
• Access the Service or DATAx's Confidential Information to build, train, or improve a competitive product or service, or for competitive analysis or benchmarking purposes
• Remove, alter, or obscure any proprietary notices, labels, trademarks, copyright markings, or branding incorporated in, marked on, or affixed to the Service
• Share Authorized User credentials or allow Subscriptions to be used by more than the permitted number of individual users
• Use any software, devices, scripts, bots, crawlers, robots, scrapers, or other automated processes to copy, scrape, harvest, or systematically access or download any content from the Service without DATAx's express written consent
• Access or use the Service to send, store, publish, or distribute infringing, defamatory, obscene, threatening, harassing, hateful, or otherwise unlawful material, including material that violates third-party privacy, publicity, or intellectual property rights
• Use the Service in violation of any applicable federal, state, local, or international law or regulation
• Send, upload, or store material knowingly or intentionally containing software viruses, worms, Trojan horses, ransomware, time bombs, or other malicious computer code, files, scripts, or programs
• Interfere with, disrupt, or impose an unreasonable or disproportionately large load on the integrity, performance, or availability of the Service or its underlying infrastructure
• Attempt to circumvent any usage limits, access controls, authentication mechanisms, or security measures implemented in the Service
• Use the Service to transmit unsolicited bulk messages (spam) or engage in phishing, fraud, or deceptive practices
• Probe, scan, or test the vulnerability of the Service or any associated system or network, or breach security or authentication measures
• Access another user's account without permission, or impersonate any person or entity

2.5 Protection of Customer Data

DATAx shall implement and maintain commercially reasonable administrative, organizational, physical, and technical safeguards designed to protect the security, confidentiality, integrity, and availability of Customer Data in accordance with industry standards and applicable data protection laws. Such measures include but are not limited to:

• Encryption of data in transit using TLS 1.2 or higher
• Encryption of data at rest using industry-standard encryption algorithms
• Regular security assessments, vulnerability scanning, and penetration testing
• Access controls limiting access to Customer Data to authorized personnel only on a need-to-know basis
• Employee security training and background checks
• Incident response procedures and data breach notification protocols
• Regular data backups and disaster recovery capabilities

DATAx's detailed security practices are described in our Security Policy available upon request. A Data Processing Addendum (DPA) is available at winyourdata.com/dpa that includes additional security commitments and GDPR-compliant Standard Contractual Clauses.

2.6 Service Availability and Uptime

DATAx will use commercially reasonable efforts to make the Service available 24/7, except for: (i) planned downtime for maintenance (of which DATAx will provide advance notice where feasible), and (ii) any unavailability caused by circumstances beyond DATAx's reasonable control, including force majeure events, internet service provider failures, or denial of service attacks.

For Pro and Enterprise subscription tiers, DATAx commits to a 99.5% uptime Service Level Agreement (SLA). Service availability is measured monthly and excludes scheduled maintenance windows and circumstances beyond our control. Additional details are described in our SLA policy available at winyourdata.com/sla.

2.7 Support Services

DATAx provides technical support services as described on our website and as specified in your Subscription tier:

• Free Tier: Community forum access and self-service documentation
• Standard Tier: Email support with 2-business-day response time during business hours
• Pro Tier: Priority email support with 12-hour response time for critical issues during business hours
• Enterprise Tier: Dedicated customer success manager, 4-hour response time for critical issues with 24/7 monitoring and best-effort response outside business hours, and custom onboarding/training

Support is provided in English. Business hours are 9:00 AM to 5:00 PM Eastern Time, Monday through Friday, excluding U.S. federal holidays. Detailed support response times and service level commitments are described in our Service Level Agreement (SLA) available at winyourdata.com/sla.

2.8 Suspension and Termination of Access

DATAx may immediately suspend or terminate access to the Service for any Authorized User or Customer account if:

• Customer or any Authorized User violates this Agreement, including the usage restrictions in Section 2.4
• DATAx reasonably believes that Customer's use of the Service poses a security risk, threatens the integrity or availability of the Service, or creates potential liability for DATAx
• Customer fails to pay any fees when due, subject to applicable cure periods
• DATAx is required to do so by law or governmental authority
• Customer's account has been inactive for more than 12 consecutive months (Free tier only)

DATAx will provide notice of suspension where practicable and will restore access once the issue is resolved, except in cases of material or repeated breaches or where restoration would pose ongoing risks.

2.9 Beta Features

DATAx may make Beta Features available to you at its discretion. Beta Features are provided “AS IS” and “AS AVAILABLE” for evaluation purposes only, without any warranties or support commitments. Beta Features may contain bugs, errors, or defects, may not be complete, and may be substantially modified or discontinued at any time without notice. You acknowledge that:

• Beta Features are not considered part of the Service for purposes of any warranties or SLAs
• DATAx has no obligation to make Beta Features generally available or to continue offering them
• Data processed through Beta Features may not be recoverable if the feature is discontinued
• You should not use Beta Features for production workloads or business-critical operations

DATAx may collect feedback about Beta Features, and you grant DATAx a perpetual, irrevocable, worldwide, royalty-free license to use such feedback without any obligation to you.

2.10 Service Modifications

DATAx reserves the right to modify, update, or discontinue any aspect of the Service at any time, including features, functionality, APIs, or integrations. DATAx will provide reasonable advance notice of material changes that negatively impact Customer's use of the Service, except for changes required for security, legal compliance, or system integrity reasons.

3. Fees, Payment, and Refunds

3.1 Subscription Fees

Customer agrees to pay all Subscription Fees applicable to the selected subscription tier and any additional fees for excess usage, additional users, or premium features as specified in the Order Form or on the DATAx pricing page. All fees are in U.S. Dollars unless otherwise specified.

3.2 Billing and Payment Terms

Subscription Fees are billed in advance on a monthly or annual basis, as selected by Customer. By providing payment information, you authorize DATAx and our payment processor (Stripe) to charge the applicable fees to your designated payment method. You agree to:

• Provide current, complete, and accurate billing and payment information
• Promptly update all payment information to keep it current and accurate
• Pay all fees by the due date, without offset, deduction, or withholding
• Reimburse DATAx for any chargeback or denial fees incurred due to payment disputes

If payment fails or your account becomes past due, DATAx may suspend access to the Service until payment is received. Accounts past due by 30 days or more may be terminated.

3.3 Free Trials and Promotional Offers

DATAx may offer free trials or promotional pricing for certain subscription tiers. Free trials are limited to one per customer and require valid payment information. Unless you cancel before the trial ends, you will automatically be charged the applicable Subscription Fee at the end of the trial period. Promotional pricing is subject to the specific terms of the offer and may be modified or terminated at any time.

3.4 Subscription Renewals

Your Subscription will automatically renew at the end of each Subscription Term for successive periods of the same duration (monthly or annually) at the then-current Subscription Fee, unless you cancel before the renewal date. DATAx will provide notice of any fee increases at least 30 days before the renewal date.

3.5 Cancellation

You may cancel your Subscription at any time through your account settings. Cancellations take effect at the end of the current billing period. You will continue to have access to the Service until the end of your paid Subscription Term.

3.6 Refund Policy

All Subscription Fees are non-refundable except as follows:

• Billing Errors: If you are incorrectly charged due to a billing error, DATAx will refund the incorrect amount

Refund requests must be submitted to [email protected]. Approved refunds will be processed within 10 business days.

Note: We offer a 7-day free trial for new customers to evaluate the Service. No refunds are provided after the free trial period ends and paid subscription begins.

3.7 Taxes

All fees are exclusive of applicable taxes, duties, levies, tariffs, and similar governmental charges (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with purchases under this Agreement, except for taxes based on DATAx's income. If DATAx is required to collect or pay Taxes, the Taxes will be invoiced to Customer and Customer agrees to pay such amounts unless Customer provides DATAx with a valid tax exemption certificate.

3.8 Upgrades and Downgrades

You may upgrade or downgrade your subscription tier at any time:

• Upgrades: Take effect immediately. You will be charged a prorated amount for the remainder of the current billing period at the higher tier rate
• Downgrades: Take effect at the start of the next billing period. No refunds or credits are provided for the current billing period

When downgrading, you may lose access to features, exceed usage limits, or need to reduce the number of Authorized Users to comply with the lower tier's limitations.

3.9 Overages and Usage-Based Fees

If your usage exceeds the limits of your subscription tier (e.g., additional users, API calls, storage), DATAx may charge additional fees as described on our pricing page or contact you about upgrading to a higher tier. Continued overage usage without upgrading or payment may result in service limitations or suspension.

4. Intellectual Property Rights and Ownership

4.1 DATAx Property

DATAx and its licensors exclusively own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein. This includes but is not limited to: all software, algorithms, code, technology, APIs, user interfaces, designs, graphics, trademarks, logos, documentation, and any derivative works or improvements thereof. This Agreement does not grant Customer any ownership rights in the Service, and all rights not expressly granted herein are reserved by DATAx.

4.2 Customer Data Ownership

As between the parties, Customer exclusively owns all right, title, and interest in and to Customer Data. Customer grants DATAx a limited, non-exclusive, worldwide, royalty-free license to host, copy, store, transmit, display, process, and use Customer Data solely to the extent necessary to:

• Provide, maintain, and support the Service to Customer
• Enforce this Agreement and respond to Customer support requests
• Comply with applicable laws and legal obligations
• Improve and develop the Service (in anonymized, aggregated form as Usage Data)

This license terminates when Customer Data is deleted from DATAx's systems in accordance with Section 9.5.

4.3 Customer Data Responsibilities

Customer represents and warrants that:

• Customer owns or has obtained all necessary rights, licenses, consents, and permissions to provide Customer Data to DATAx and to grant the license in Section 4.2
• Customer Data does not and will not infringe, violate, or misappropriate any third party's Intellectual Property Rights or other rights
• Customer has complied and will comply with all applicable privacy and data protection laws in collecting, processing, and providing Customer Data to DATAx

Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data.

4.4 Usage Data

DATAx may collect, use, and analyze Usage Data to operate, improve, support, and develop the Service, perform analytics, generate benchmarks and insights, and for other business purposes. DATAx owns all right, title, and interest in Usage Data. Usage Data does not include any information that identifies Customer or any individual and cannot be used to re-identify Customer or any individual.

4.5 Feedback

If Customer provides any feedback, suggestions, enhancement requests, recommendations, or other input regarding the Service (“Feedback”), Customer grants DATAx a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, distribute, and otherwise exploit the Feedback without any obligation or compensation to Customer. DATAx has no obligation to implement any Feedback.

4.6 Trademark License

Subject to Section 11.3, neither party may use the other party's trademarks, logos, or brand names without prior written consent, except that Customer may use the DATAx name and logo to identify DATAx as the provider of the Service.

4.7 DMCA and Copyright Infringement

DATAx respects intellectual property rights and expects users to do the same. If you believe that content in the Service infringes your copyright, please notify our Copyright Agent at [email protected] with:

• Identification of the copyrighted work claimed to be infringed
• Identification of the allegedly infringing material and its location in the Service
• Your contact information (name, address, phone, email)
• A statement that you have a good faith belief that use of the material is not authorized by the copyright owner
• A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner
• Your physical or electronic signature

DATAx will investigate and take appropriate action, which may include removing or disabling access to allegedly infringing material and terminating repeat infringers.

5. Warranties and Disclaimers

5.1 Customer Warranties

Customer represents and warrants that:

• Customer has the legal capacity and authority to enter into this Agreement
• Customer's use of the Service will comply with all applicable laws and regulations
• Customer has obtained all necessary consents and permissions for providing Customer Data to DATAx
• Customer will use the Service only for lawful purposes in accordance with this Agreement

5.2 DATAx Limited Warranty

DATAx warrants that the Service will perform materially in accordance with its documentation under normal use and circumstances during the Subscription Term. DATAx's sole obligation and Customer's exclusive remedy for breach of this warranty is for DATAx to use commercially reasonable efforts to correct the non-conforming Service or, if DATAx cannot correct it, Customer may terminate the applicable Subscription and receive a pro-rata refund of prepaid fees for the terminated portion of the Subscription Term.

5.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.2, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATAX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT, DATA, OR INFORMATION PROVIDED THROUGH THE SERVICE

DATAX DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DATAX OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Customer acknowledges that the Service relies on third-party services (including JOBTREAD, Firebase, Stripe, and others) and internet connectivity, which may affect Service availability and performance. DATAx is not responsible for failures of third-party services or internet infrastructure.

5.4 Third-Party Integrations

The Service may integrate with or provide access to third-party services, APIs, and applications (e.g., JOBTREAD, Stripe). These third-party services are governed by separate terms between you and the third party. DATAx does not control and is not responsible for third-party services, their availability, functionality, security, or content. You use third-party services at your own risk.

6. Limitation of Liability

6.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DATAX, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES
• LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS
• LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES
• DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER DATA
• DAMAGES RESULTING FROM INTERRUPTION OR CESSATION OF THE SERVICE
• DAMAGES ARISING FROM CUSTOMER'S USE OR INABILITY TO USE THE SERVICE
• DAMAGES ARISING FROM ANY THIRD-PARTY SERVICES, CONTENT, OR CONDUCT ON OR THROUGH THE SERVICE

THIS EXCLUSION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH DAMAGES ARE CLAIMED (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF DATAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATAX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICE, OR CUSTOMER'S USE THEREOF, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER TO DATAX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).

6.3 Exceptions

The limitations in this Section 6 do not apply to: (a) liability arising from DATAx's gross negligence or willful misconduct, (b) death or bodily injury caused by DATAx's negligence, (c) DATAx's indemnification obligations under Section 7, or (d) any liability that cannot be limited or excluded by applicable law.

6.4 Basis of the Bargain

The parties acknowledge that the limitations of liability in this Section 6 are fundamental elements of the basis of the bargain between the parties, and that DATAx would not provide the Service without these limitations. These limitations will apply even if any limited remedy in this Agreement fails of its essential purpose.

6.5 Claims Must Be Filed Within One Year

Any claim arising out of or related to this Agreement or the Service must be filed within one (1) year after the cause of action arises, or such claim is permanently barred.

7. Indemnification

7.1 DATAx Indemnification

DATAx will defend Customer against any third-party claim that the Service, when used in accordance with this Agreement, infringes such third party's U.S. patent, copyright, or trademark, and will indemnify Customer from any damages, attorney fees, and costs finally awarded against Customer or agreed to in settlement by DATAx arising from such claim, provided that Customer:

• Promptly notifies DATAx in writing of the claim
• Grants DATAx sole control of the defense and settlement of the claim
• Provides reasonable cooperation and assistance in the defense

If the Service becomes, or in DATAx's opinion is likely to become, the subject of an infringement claim, DATAx may at its option: (a) procure the right for Customer to continue using the Service, (b) replace or modify the Service to be non-infringing, or (c) terminate Customer's Subscription and refund prepaid fees for the terminated portion.

DATAx will have no obligation for any claim based on: (i) modification of the Service by anyone other than DATAx, (ii) use of the Service in combination with non-DATAx products or services if infringement would not occur without such combination, (iii) use of any version other than the current version if infringement would have been avoided by using the current version, or (iv) Customer Data or Customer's breach of this Agreement.

THIS SECTION 7.1 STATES DATAX'S SOLE AND EXCLUSIVE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

7.2 Customer Indemnification

Customer will defend DATAx against any third-party claim arising from: (a) Customer Data, including claims that Customer Data infringes or violates any third-party intellectual property or other rights, (b) Customer's breach of this Agreement, (c) Customer's violation of applicable laws or regulations, or (d) Customer's negligence or willful misconduct. Customer will indemnify DATAx from any damages, attorney fees, and costs finally awarded against DATAx or agreed to in settlement by Customer arising from such claim, provided that DATAx:

• Promptly notifies Customer in writing of the claim
• Grants Customer sole control of the defense and settlement of the claim (provided that Customer may not settle any claim that imposes obligations on DATAx without DATAx's prior written consent)
• Provides reasonable cooperation and assistance in the defense

8. Confidentiality

8.1 Definition of Confidential Information

“Confidential Information” means any information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. DATAx's Confidential Information includes the Service's non-public features, functionality, performance information, and technical documentation. Customer's Confidential Information includes Customer Data. Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement by the Receiving Party
• Was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party
• Is rightfully disclosed to the Receiving Party by a third party without confidentiality obligations
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information

8.2 Protection of Confidential Information

The Receiving Party will: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, (b) not use Confidential Information except to exercise its rights or perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors who need to know it and who are bound by confidentiality obligations at least as protective as this Section 8.

8.3 Required Disclosure

The Receiving Party may disclose Confidential Information if required by law or court order, provided that (to the extent legally permitted) the Receiving Party gives the Disclosing Party reasonable advance notice and cooperates in any effort to seek confidential treatment of the information.

8.4 Remedies

Each party acknowledges that breach of this Section 8 may cause irreparable harm for which monetary damages are an inadequate remedy. Accordingly, the Disclosing Party will be entitled to seek equitable relief, including injunction and specific performance, in addition to other remedies.

9. Term and Termination

9.1 Agreement Term

This Agreement commences on the date you first accept these terms or access the Service, and continues until terminated in accordance with this Section 9.

9.2 Subscription Term

Each Subscription begins on the date specified in the Order Form or subscription purchase and continues for the Subscription Term (monthly or annual), unless earlier terminated in accordance with this Agreement. Subscriptions automatically renew for successive periods as described in Section 3.4 unless cancelled.

9.3 Termination for Convenience

Either party may terminate this Agreement for convenience by providing written notice to the other party. Customer may cancel a Subscription as described in Section 3.5. Such termination takes effect at the end of the current Subscription Term, and no refunds are provided except as specified in Section 3.6.

9.4 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach
• Becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee, or similar official appointed for its business or assets
• Ceases to do business or liquidates

DATAx may also terminate this Agreement immediately if Customer breaches Sections 2.2, 2.4 (Usage Restrictions), 4 (Intellectual Property), or 8 (Confidentiality).

9.5 Effect of Termination

Upon termination or expiration of this Agreement:

• All rights and licenses granted to Customer immediately terminate
• Customer must immediately cease all use of the Service
• Customer must pay all outstanding fees and charges accrued before termination
• Customer may export Customer Data using the Service's export functionality for thirty (30) days after termination (the “Transition Period”), after which DATAx may delete all Customer Data
• Sections 3 (payment obligations), 4.2 (Customer Data license during Transition Period), 4.3, 4.4, 4.5, 6, 7, 8, 9.5, 9.6, 10, and 11 will survive termination

9.6 Data Deletion

After the Transition Period expires, DATAx will delete or anonymize all Customer Data in accordance with its data retention policies, except that DATAx may retain Customer Data: (a) as required by applicable law, (b) in backup systems for up to ninety (90) days, or (c) in anonymized form as Usage Data. Upon Customer's written request within the Transition Period, DATAx will provide written certification that Customer Data has been deleted, subject to the exceptions in this Section.

10. Data Processing and Privacy

10.1 Privacy Policy

DATAx's collection, use, and processing of personal information is governed by the DATAx Privacy Policy available at winyourdata.com/privacy, which is incorporated into this Agreement by reference. Customer represents and warrants that it has provided all required notices and obtained all necessary consents for DATAx to process personal information contained in Customer Data as described in this Agreement and the Privacy Policy.

10.2 Data Processing Addendum

To the extent Customer Data includes personal data subject to the European Union General Data Protection Regulation (GDPR), UK GDPR, or similar data protection laws, the Data Processing Addendum (DPA) available at winyourdata.com/dpa is incorporated into this Agreement. The DPA includes EU Standard Contractual Clauses for international data transfers. For Enterprise customers, a custom DPA may be negotiated.

10.3 Data Location and Transfers

Customer Data is primarily stored and processed in the United States using cloud infrastructure provided by Firebase (Google Cloud Platform). DATAx may transfer and process Customer Data in other countries where DATAx, its affiliates, or its service providers maintain facilities. By using the Service, Customer consents to such transfers subject to the safeguards described in the DPA and Privacy Policy.

10.4 Subprocessors

Customer acknowledges and agrees that DATAx may engage third-party subprocessors to process Customer Data in connection with providing the Service. DATAx maintains a list of subprocessors at winyourdata.com/subprocessors, which currently includes:

• Google Cloud Platform / Firebase (hosting and database)
• Stripe (payment processing)
• JOBTREAD (construction management data integration)
• DigitalOcean (web application hosting)
• Resend (transactional email delivery)
• Kit (email marketing and campaigns)

DATAx will provide notice of new subprocessors through email or in-app notification at least thirty (30) days before engagement. If Customer objects to a new subprocessor on reasonable grounds relating to data protection, Customer may terminate the affected Service and receive a prorated refund.

10.5 Data Security and Breach Notification

DATAx maintains a comprehensive information security program as described in Section 2.5. If DATAx becomes aware of unauthorized access to Customer Data that constitutes a “personal data breach” under applicable data protection laws (a “Security Incident”), DATAx will:

• Notify Customer without undue delay and as required by applicable data protection laws
• Provide reasonable information about the Security Incident, including the nature of the breach, categories and approximate number of affected individuals and records, and measures taken or proposed to address the incident
• Take reasonable steps to mitigate the effects and minimize harm resulting from the Security Incident
• Cooperate with Customer's reasonable requests in connection with Customer's investigation and remediation of the Security Incident

Customer is responsible for complying with its own obligations under applicable data breach notification laws, including notifying affected individuals and data protection authorities as required.

10.6 Data Portability and Export

Customer may export Customer Data at any time during the Subscription Term using the Service's built-in export functionality, which provides data in commonly used formats (JSON, CSV, or other formats as available). DATAx does not charge fees for standard data exports. For Enterprise customers requiring custom data extraction or migration assistance, additional professional services may be available for a fee.

10.7 Compliance with Laws

Each party will comply with all applicable laws and regulations in performing its obligations under this Agreement, including data protection and privacy laws such as GDPR, California Consumer Privacy Act (CCPA), and other applicable privacy legislation.

11. Miscellaneous

11.1 Governing Law and Jurisdiction

This Agreement and any disputes arising under or related to it will be governed by and construed in accordance with the laws of the State of Georgia, United States, without regard to its conflict of laws principles that would require application of the laws of another jurisdiction. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods.

Each party irrevocably consents to the exclusive personal jurisdiction and venue of the state and federal courts located in Fulton County, Georgia for any legal action or proceeding arising out of or related to this Agreement. Each party waives any objection to venue in these courts and any claim that these courts are an inconvenient forum.

11.2 Dispute Resolution and Arbitration

For any dispute, claim, or controversy arising out of or relating to this Agreement (each, a “Dispute”), the parties agree to first attempt to negotiate a resolution informally for at least thirty (30) days before initiating arbitration or litigation. Either party may initiate informal negotiations by sending written notice to the other party.

BINDING ARBITRATION: If the Dispute is not resolved through informal negotiations, either party may elect to resolve the Dispute through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in Atlanta, Georgia. The arbitrator's decision will be final and binding, and judgment may be entered in any court of competent jurisdiction.

EXCEPTIONS: Either party may seek injunctive or equitable relief in court to protect its intellectual property rights or Confidential Information without first engaging in arbitration.

CLASS ACTION WAIVER: EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

11.3 Publicity and Marketing

DATAx may identify Customer as a customer of the Service and may include Customer's name and logo in DATAx's customer lists, marketing materials, website, presentations, and case studies. DATAx will not disclose confidential details about Customer's use of the Service without Customer's prior written consent. Customer may request removal from public customer lists by contacting [email protected].

11.4 Notices

All notices under this Agreement must be in writing and will be deemed given when: (a) delivered personally, (b) sent by confirmed email, (c) sent by confirmed facsimile, or (d) received or rejected by the addressee if sent by certified mail, return receipt requested, or tracked courier service. DATAx may also provide notices to Customer through the Service interface, in-app notifications, or by posting on the DATAx website.

Notices to DATAx should be sent to: ContractorCTO LLC, Attn: Legal Department, [email protected]. Notices to Customer will be sent to the email address associated with Customer's account.

11.5 Relationship of the Parties

The parties are and will remain independent contractors with respect to all services provided under this Agreement. Nothing in this Agreement creates a partnership, joint venture, employment, agency, or franchise relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other's behalf without the other party's prior written consent.

11.6 Force Majeure

Neither party will be liable for any delay or failure to perform any obligation under this Agreement (except for payment obligations) if the delay or failure is due to events beyond the party's reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, civil unrest, labor disputes, epidemics, pandemics, government actions or restrictions, internet or telecommunications failures, distributed denial of service attacks, or failures of third-party services or infrastructure (“Force Majeure Event”).

The affected party must provide prompt notice of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected Service by providing written notice to the other party.

11.7 Assignment

Neither party may assign, transfer, or delegate this Agreement or any of its rights or obligations under this Agreement without the other party's prior written consent, except that either party may assign this Agreement without consent: (a) to an affiliate, provided the assigning party remains liable for obligations under this Agreement, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning party's assets.

Any attempted assignment in violation of this Section is void. This Agreement binds and inures to the benefit of the parties and their permitted successors and assigns.

11.8 Modifications to Agreement

DATAx reserves the right to modify this Agreement at any time by posting the revised Agreement on the DATAx website or providing notice through the Service. The revised Agreement will be effective immediately upon posting for new customers, or thirty (30) days after posting for existing customers. Continued use of the Service after the effective date constitutes acceptance of the revised Agreement.

If you do not agree to the revised Agreement, your sole remedy is to cancel your Subscription before the effective date of the changes. DATAx will provide email notice of material changes that negatively impact Customer's rights.

Notwithstanding the foregoing, DATAx will not make changes to Sections 6 (Limitation of Liability), 7 (Indemnification), or 11.1 (Governing Law) during an active Subscription Term without Customer's consent, except as required by law.

11.9 Severability; No Waiver

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be limited, modified, or eliminated to the minimum extent necessary so that the remainder of this Agreement remains in full force and effect and reflects the parties' original intent as closely as possible.

No waiver of any provision of this Agreement will be deemed or constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver. No failure or delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise preclude further exercise of any right, power, or privilege.

11.10 Third-Party Services and Beneficiaries

The Service may integrate with, rely on, or provide access to third-party services, APIs, websites, and applications, including but not limited to JOBTREAD, Stripe, Firebase, and other services (“Third-Party Services”). Your use of Third-Party Services is governed by separate terms and conditions between you and the applicable third party. DATAx does not control, endorse, or assume any responsibility for Third-Party Services or their content, functionality, security, availability, or privacy practices.

There are no third-party beneficiaries to this Agreement. This Agreement does not create any rights for any person or entity that is not a party to it.

11.11 Hyperlinks and External Content

The Service may contain links to third-party websites or resources. DATAx provides these links only as a convenience and does not endorse, approve, or accept any responsibility for: (a) the content, functionality, or practices of third-party websites, or (b) products or services available through third-party websites. You access third-party websites at your own risk and subject to the terms and conditions of those websites.

11.12 Export Compliance

The Service may be subject to U.S. export control and economic sanctions laws and regulations. Customer agrees to comply with all applicable export and import laws and regulations and will not access, use, export, re-export, divert, or transfer the Service except in compliance with applicable law. Customer represents that it is not: (a) located in, organized under the laws of, or a resident of any country or region subject to U.S. embargo or sanctions, or (b) identified on any U.S. government list of prohibited or restricted parties.

11.13 U.S. Government Rights

The Service is commercial computer software and documentation as defined in FAR 2.101 and DFARS 252.227-7014. If Customer is a U.S. Government entity, Customer's rights are limited to those expressly granted in this Agreement, as provided in FAR 12.211, FAR 12.212, and DFARS 227.7202.

11.14 Equitable Relief

Each party acknowledges that a breach of Sections 2.4 (Usage Restrictions), 4 (Intellectual Property), or 8 (Confidentiality) may cause irreparable harm for which monetary damages are an inadequate remedy. Accordingly, in addition to other remedies, the non-breaching party will be entitled to seek injunctive relief and specific performance without proof of actual damages or posting a bond.

11.15 Entire Agreement

This Agreement, including any Order Forms, the Privacy Policy, and the DPA (if applicable), constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written proposals, negotiations, representations, understandings, and agreements relating to such subject matter.

This Agreement may not be modified or amended except by a written document signed by authorized representatives of both parties, or as expressly permitted in Section 11.8. In the event of any conflict between this Agreement and an Order Form, this Agreement will control unless the Order Form expressly states that it supersedes a specific provision of this Agreement.

11.16 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Electronic signatures and electronically delivered signature pages will have the same legal effect as original signatures and manually delivered signature pages.

11.17 Language

This Agreement is drafted in English. If this Agreement is translated into any other language, the English version will prevail to the extent of any conflict or ambiguity.

11.18 Contact Information

For questions about this Agreement, please contact us at:

ContractorCTO LLC
Email: [email protected]
Website: winyourdata.com