Terms of Service for Joules, LLC

1. Use of the Service

• Eligibility: You must be at least 18 years old and have legal authority to enter these Terms on behalf of yourself or your organization.
• License: Joules grants you a non-exclusive, non-transferable, revocable license to use the Service for internal business purposes, subject to these Terms.
• Restrictions: You may not: (i) reverse-engineer, decompile, or modify the Service; (ii) use the Service for unlawful purposes; (iii) share access credentials with unauthorized parties; (iv) interfere with the Service's functionality; or (v) use the Service or any information obtained from it to develop, create, or assist in developing a competitive product or service.
• Account: You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. Notify us immediately of any unauthorized access.

2. Data Ownership and Use

• User Data: You retain ownership of data you input or generate through the Service ("User Data"). You grant Joules a worldwide, non-exclusive, royalty-free license to use, store, and process User Data to provide, maintain, and improve the Service, including analytics and AI-driven features. We may anonymize User Data for aggregated use, such as industry benchmarks, provided it cannot identify you or your customers.
• Joules Data: Joules owns all rights to data collected, generated, or derived through the Service, including scraped homeowner or business owner data ("Joules Data"). You may use Joules Data solely within the Service for your business purposes, subject to these Terms.
• Accuracy Disclaimer: Joules provides Joules Data, including scraped data, to the best of its ability but does not guarantee its accuracy, completeness, or suitability for your purposes. You assume all risks related to the use of Joules Data.

3. Payments

• Fees: You agree to pay the applicable fees for the monthly Service, to be invoiced from Bill.com, as well as any onboarding fees if applicable. Monthly fees are subject to change with 30 days' notice. By using the platform you agree to a minimum of 90 days or 3 months of billing, and after that time you may cancel with 30 days written notice.
• Payment Terms: Fees are billed monthly and due in advance and are auto billed to your card on file.
• Refunds: Fees are non-refundable except as required by applicable law.

4. Third-Party Integrations

The Service may integrate with third-party platforms via our published APIs only (e.g., mapping or payment processing tools). Joules is not responsible for the performance, security, or terms of third-party services. You assume all risks related to such integrations. Custom integrations must be approved by Joules and may have a cost.

5. Intellectual Property

• Joules IP: Joules owns all intellectual property rights in the Service, including its software, mobile application, AI-driven features, data scraping tools, and any related technology or documentation. You may not copy, modify, distribute, or use any Joules intellectual property to develop, create, or assist in developing a competitive product or service, or for any purpose beyond the licensed use of the Service.
• User IP: You retain ownership of your User Data, subject to the license granted in Section 1. You warrant that you have all necessary rights to provide User Data to Joules.

6. Mutual Non-Disclosure Agreement

• Confidential Information: Each party ("Recipient") agrees not to disclose, use, or reproduce any non-public information provided by the other party ("Discloser") through the Service, including but not limited to business plans, customer data, technical specifications, or Joules Data ("Confidential Information"), except as necessary to perform under these Terms.
• Exceptions: Confidential Information does not include information that: (i) is publicly available without breach of these Terms; (ii) was known to the Recipient prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed by the Recipient without use of the Discloser's Confidential Information.
• Obligations: Each party shall protect the other's Confidential Information with at least the same degree of care as it uses for its own confidential information, but no less than reasonable care. Disclosure is permitted if required by law, provided the Recipient notifies the Discloser promptly and seeks protective measures.
• Duration: Confidentiality obligations survive termination of these Terms for 5 years, except for trade secrets, which remain confidential indefinitely.

7. Mutual Non-Solicitation

During the term of these Terms and for one (1) year after termination, neither party shall, directly or indirectly, solicit for employment or engagement any employee, contractor, or agent of the other party who was involved in providing or using the Service, except with the other party's prior written consent. This does not apply to general solicitations not specifically targeting the other party's personnel.

8. Mutual Non-Disparagement

Neither party shall make any public or private statements, whether oral, written, or electronic (including on social media, websites, or forums), that disparage, defame, or harm the reputation of the other party, its affiliates, products, services, employees, officers, or directors. This obligation survives termination of these Terms.

9. Indemnification

You agree to indemnify, defend, and hold harmless Joules, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising from or related to: (a) your use or misuse of the Service; (b) your violation of these Terms; (c) your User Data; (d) your infringement of any third-party rights; or (e) any unlawful activities conducted through your account. Joules reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, JOULES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING FROM YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JOULES' TOTAL LIABILITY FOR ANY CLAIM UNDER THESE TERMS IS LIMITED TO THE AMOUNT YOU PAID TO JOULES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. JOULES IS NOT LIABLE FOR INACCURACIES IN JOULES DATA OR ANY LOSSES RESULTING FROM YOUR RELIANCE ON SUCH DATA.

11. Termination

• By You: You may terminate your account and these Terms by providing thirty (30) days' written notice to Joules.
• By Joules: Joules may suspend or terminate your access to the Service at any time, at its sole discretion, for non-payment, violation of these Terms, or if required by law, with or without notice.
• Effect of Termination: Upon termination, your license to use the Service ends, and you must cease all access. Sections: Data Ownership and Use, Intellectual Property, Mutual Non-Disclosure Agreement, Mutual Non-Solicitation, Mutual Non-Disparagement, Indemnification, Limitation of Liability, Dispute Resolution, and General Provisions survive termination. Joules may retain User Data as necessary for legal compliance or internal purposes.

12. Dispute Resolution

Any disputes arising out of or related to these Terms or the Service shall be resolved through binding arbitration in Boise, Idaho, under the laws of the State of Idaho, in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs, except as otherwise determined by the arbitrator. Notwithstanding the foregoing, Joules may seek injunctive relief in any court to enforce its intellectual property rights or confidentiality obligations.

13. General Provisions

• Governing Law: These Terms are governed by the laws of the State of Idaho, without regard to conflict of laws principles.
• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Joules and supersede all prior agreements.
• Amendments: Joules may amend these Terms at any time by posting the updated version on our website or notifying you via email. Your continued use of the Service after such changes constitutes acceptance.
• Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force.
• No Waiver: Failure to enforce any right or provision shall not constitute a waiver.
• Force Majeure: Joules shall not be liable for delays or failures caused by events beyond its reasonable control, such as acts of God, war, or natural disasters.
• Contact: For questions about these Terms, contact us at Joules, LLC, 30 N Gould St #53802, Sheridan, WY 82801, or via email at support@joulescrm.com.
• Assignment: You may not assign these Terms without Joules' prior written consent. Joules may assign these Terms without your consent.
• Changes to the Terms of Service: We may update our Terms of Service periodically. Changes will be posted on our website with the updated effective date. Your continued use constitutes acceptance.