Turn One
Version: 1.0 · Effective: [DATE] · Last updated: [DATE]
These Terms are a contract between Ethos Agency LLC, a Utah limited liability company doing business as Turn One Software ("Turn One," "we," "us") and the business that creates a Turn One account ("you" or the "Company"). They cover Turn One, the software for flooring contractors at app.getturnone.com, and everything that goes with it (the "Service").
Contact: support@getturnone.com · 801-824-3880 · Mail: Ethos Agency LLC, W3937 Old Farm Rd, Lake Geneva, WI 53147
Please read sections 4.13 (no refunds), 16 (disclaimers), 17 (limits on liability) and 19 (disputes, including the jury-trial waiver) carefully. They limit your rights.
1. Who these Terms are for, and how you accept them
1.1 Businesses only. The Service is only for businesses in the United States, for business purposes. It is not offered to consumers or for personal, family or household use. The Service is not meant for children; you will not give a login to anyone under 16.
1.2 You accept by clicking. You accept these Terms when you tick the box stating that you have read and agree to these Terms and the Privacy Policy (both linked next to the box) and click the button that creates your account. For an account we set up for you, you accept when your first administrator does the same at first sign-in. If you accept for a company, you promise that you are authorized to bind that company, and "you" means the company. If you do not agree, do not tick the box and do not use the Service.
1.3 Electronic signature and records. You agree that ticking the box and clicking to accept is your signature, that this contract is signed and formed electronically, and that we may give you this contract, invoices and all notices electronically (by email or inside the app). Electronic records and signatures have the same effect as paper ones under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 and following) and the Utah Uniform Electronic Transactions Act (Utah Code Title 46, Chapter 4). To receive them you need a working email address, a current web browser and the ability to save or print a PDF. You can ask us for a paper copy of these Terms at any time, free. You may withdraw consent to electronic notices only by cancelling your account (section 6.2), because the Service is run electronically.
1.4 We keep a record. When you accept, we record the version of the Terms, the date and time, the person who accepted, their IP address and browser, and how the account was created. Either of us may use that record as evidence of the agreement.
1.5 Documents that make up this contract. These Terms, including the data processing terms in section 9 and the acceptable use rules in section 8; the Privacy Policy; and any discount or special arrangement shown on your Settings → Account & Billing page or agreed in a document signed by both of us. If they conflict, this order wins: section 9 (for personal data), a document signed by both of us, the arrangement on your billing page, the rest of these Terms, then the Privacy Policy. Terms on your purchase orders or other forms do not apply, even if we accept or pay them.
2. Your account and your people
2.1 Your administrators. The person who creates the account is the first administrator. Administrators add other people, set their roles and choose which branches they can see. You are responsible for who you give access to and what you let them do.
2.2 Authorized users. Only your own employees and contractors may use your account, and only for your business. Each person gets their own login. No shared logins: sharing one login among several people is not allowed, because it breaks your own record of who did what. Each login may be signed in on up to two devices at once; a third sign-in signs out the oldest. You are responsible for your users following these Terms.
2.3 Keep logins safe. You are responsible for everything done under your logins. Tell us right away at support@getturnone.com if you think a login has been misused. Turn off people who leave your company promptly (a turned-off person is not billed).
2.4 Accurate information. Give us true, current company and billing information and keep it up to date, including at least one administrator email address that works.
2.5 Branches. A branch is one physical operating location with its own stock. Only Turn One creates new branches, at your request, and we may ask about the location. Closing a branch lowers your branch count from your next invoice.
2.6 US only. We sell only to companies based in the United States and bill only in US dollars.
2.7 No administrator left. If your company has no active administrator (for example, the only one left the company), an owner or officer of your company whose authority we can reasonably verify may ask us in writing to name a new administrator.
3. Free setup period
3.1 What it is. Every new account starts with a Free Setup Period of 90 days (the day you sign up is day 1) with one free office seat. You can import your history, build quotes and drafts, set up your catalog and settings, and try the product. Some features stay locked until billing starts (field seats and the practice sandbox branch).
3.2 Payment method on file. Choose a payment card or a US bank account at sign-up; both are available to every company. Stripe verifies it before setup is complete (for cards, a $0 authorization). Nothing is charged during the Free Setup Period. We may decline prepaid or virtual cards and ask for another.
3.3 When it ends. If the 90 days pass and billing has not started, your account becomes read-only (section 6.6): you can sign in, look, print and export, but not add or change records. You can subscribe at any time and full access returns right away. We may extend your setup period as a courtesy; an extension is not a right. We will email you about 14, 7 and 1 days before it ends. The setup period ending does not start billing or charge your card.
3.4 Terms you signed up under. If we later change the length of the Free Setup Period or the billing-start triggers in 4.3, accounts already created keep the setup terms they signed up under.
4. Fees, seats and billing
4.1 Price. $100 per month for each office seat. Prices are in US dollars and do not include taxes.
4.2 Office seats and free field seats. An office seat is a person who is active, has signed in at least once, and can use office functions (quotes, invoicing, accounting, inventory, purchasing and similar). Invited people who have not yet signed in are not billed. Field seats are free: a field seat is a person limited to the field functions we publish on our pricing page (for example, viewing their own schedule). What counts is what the person can do, not their job title: anyone who can do more than the field functions is an office seat. We may add field functions. If we ever move a function your field seats use to the paid side, we will give you 60 days' notice. Field seats become available when billing starts and are for your own employees, not outside crews.
4.3 When billing starts. Billing starts the first time you do any one of these on a real operating branch:
- issue a customer invoice (drafts and previews do not count);
- record a customer payment or deposit;
- activate your 10th job that has moved past quote or draft and has a work order or schedule entry; or
- activate a second office seat.
You may also ask to start billing earlier. Importing historical records never starts billing, and neither do quotes, drafts and previews. Before any action that would start billing, the app shows you a confirmation screen with your seat count, the price, any discount, the monthly total and the date of your first invoice, and nothing happens until you confirm. We confirm the start of billing on our side before your subscription begins. Settings → Account & Billing always shows your setup status, the trigger list and your seat count.
4.4 Two-seat minimum. Once billing starts, you pay for at least two office seats ($200 per month before discounts and taxes), even if you have fewer.
4.5 The branch cap. You never pay for more than 25 office seats for each open branch (so never more than $2,500 per month for each open branch). The cap is one number for the whole company: 25 times your number of open branches (at least one). Roles and home branches do not change the count: one office person is one seat.
4.6 AUTOMATIC MONTHLY RENEWAL. YOUR SUBSCRIPTION RENEWS AUTOMATICALLY EVERY MONTH, AND WE CHARGE YOUR CARD (OR AUTHORIZED BANK ACCOUNT) IN ADVANCE EACH MONTH FOR YOUR OFFICE SEATS, PLUS TAXES, UNTIL YOU CANCEL. Charges recur on the same day each month as your first invoice. You can cancel at any time in Settings → Account & Billing (section 6.2); cancellation stops future charges. By confirming the start of billing you authorize these recurring charges. If you choose bank debit (ACH), which is available to every company, you authorize us, through Stripe, to debit the bank account you provide for each amount due until you cancel, and you promise you are authorized to use that account. We do not offer invoice-and-pay-later terms at launch.
4.7 Changing seats. You can add or remove office seats yourself at any time. Adding a seat is charged right away for the rest of the current month. Removing a seat gives you a credit for the unused part of the month, applied to your next invoice. Credits are never paid out in cash. If you cancel, unused credit stays on your account and is applied if you come back within the 12 months described in section 10.
4.8 Discounts. Any discount or promotion we give you shows on your Settings → Account & Billing page and lasts as long as that page says. We may change or end a discount on 60 days' written notice, unless a document signed by both of us fixes it for a set period.
4.9 Price changes. We may change your price on at least 60 days' notice by email, effective at your first billing date after the notice period. If you do not agree, you can cancel before the new price takes effect.
4.10 Taxes. Prices do not include sales, use or similar taxes. We collect sales tax where we are registered or required to (starting with Utah) and show it on your invoice. If you are tax exempt, request it in Settings and send your exemption certificate; we apply it once received and may ask you to renew it. You are responsible for any tax on your purchase that we are not required to collect, and for taxes on your own income.
4.11 Payments run through Stripe. Cards and bank accounts are handled by Stripe, Inc. We never see or store your full card or bank numbers. Your statement will show ROLLWISE FLOORS. By paying, you also agree to Stripe's terms for the payment services it provides to you.
4.12 Late and failed payments. If a payment fails, Stripe retries it, we email your billing contact and administrators, and we show a banner in the app. You keep full access for 14 days after the failure (we may extend this). If it is still unpaid after that, your account becomes read-only automatically; we will email you at least 3 days before that happens. Full access returns as soon as the invoice is paid. If an invoice stays unpaid for 60 days after your account became read-only, we may cancel your subscription for non-payment after emailing you at least 7 days in advance. You still owe all amounts due. We do not charge late fees or interest. If you dispute a charge with your bank, please contact us first; a dispute decided against you is treated as an unpaid invoice.
4.13 NO REFUNDS. FEES ARE NOT REFUNDABLE, INCLUDING FOR THE PARTIAL MONTH IN WHICH YOU CANCEL, EXCEPT (A) WHERE THE LAW REQUIRES A REFUND, OR (B) IF WE END THE SERVICE FOR CONVENIENCE OR SHUT IT DOWN (SECTIONS 6.5 AND 11), IN WHICH CASE WE REFUND THE UNUSED PART OF ANY PERIOD YOU PAID FOR. We may choose to give a goodwill refund or credit; doing so once does not create a right to it again. The Free Setup Period is how you try the Service before paying.
4.14 Annual plans. Not offered at launch. If we agree to one with you later, its terms will be written down and will apply instead of 4.6 to 4.9 for your account.
5. Customer payments through Stripe (when you turn it on)
This section applies only if you turn on card or bank payments from your customers inside Turn One.
5.1 Stripe, not us, processes those payments. Those payments are processed by Stripe on your own Stripe account, which you open and verify with Stripe, and you must accept Stripe's connected-account terms. We are not a bank, payment processor or money transmitter, and we never hold your customers' money.
5.2 No fee from us. We take no cut and add no markup. Stripe charges its fees to you at its rates. If you add a card surcharge, you are responsible for following card-network rules and state law.
5.3 Your responsibility. Refunds, chargebacks, disputes, sales tax on your invoices, and the payment terms you give your customers are yours. We provide the tools; you decide how to use them.
6. Term, cancellation and suspension
6.1 Month to month. This agreement starts when you accept and continues month to month until it ends under this section. There is no long-term commitment.
6.2 You can cancel any time. Cancel from Settings → Account & Billing; you do not need to call anyone. Cancellation takes effect at the end of the month you have already paid for, and you keep full access until then. Cancelling during the Free Setup Period takes effect right away and nothing is charged.
6.3 What happens next. After cancellation takes effect, your account becomes read-only and section 10 applies.
6.4 Ending or suspending for cause. Either of us may end this agreement by written notice if the other materially breaches it and does not fix the breach within 14 days after written notice. We may also suspend your account (or the affected users or features) right away, with notice as soon as practical, if your use breaks the law, breaks section 8, or puts the Service, other customers or anyone's data at risk, and we will restore it once the problem is resolved. Non-payment is handled under 4.12. Even when we suspend for cause, we will keep your export rights in section 10 working unless a court or the law prevents it.
6.5 We can end it for convenience, with notice. We may end the Service for you, or for everyone, for any reason with at least 90 days' written notice. We will refund prepaid fees for the unused period, and your export and read-only rights in section 10 still apply.
6.6 What read-only means. In read-only mode you can sign in, read, print and export. You cannot create or change records, post to the books, send documents or add users. Your account may be read-only when: (a) the Free Setup Period ends without billing having started; (b) a payment is overdue past the grace period (4.12); (c) your cancellation has taken effect; (d) we suspend under 6.4; or (e) the law requires it.
6.7 Reactivation. Within 12 months after cancellation takes effect, you can resume from the banner in the app: same account, same data, billed at your then-current office seats (two-seat minimum applies), with no new Free Setup Period.
6.8 Survival. Sections that by their nature should continue after the agreement ends do continue, including 4 (amounts owed), 9, 10, 14 through 19, and 22.
7. Support and changes to the Service
7.1 Support. Reach us at support@getturnone.com, 801-824-3880, or through the feedback tool in the app. Support is included in the price and given on a reasonable-efforts basis. We do not promise set support hours or response times.
7.2 No uptime guarantee. We work to keep the Service running, we publish a status page at status.getturnone.com, and we announce planned downtime when we can. We do not promise any level of availability, and there are no service credits.
7.3 We improve the Service. We may add, change or remove features. We will give reasonable notice before removing a feature that is a significant part of how you use the Service, unless the law, security or a provider we depend on requires faster action. Today every feature is included in the seat price; if we later offer optional paid add-ons, features you already have will not become paid without 60 days' notice.
7.4 Feedback. If you send us ideas or suggestions, we may use them for any purpose without paying or crediting you. Feedback does not include your Company Data.
7.5 Beta features. A feature we label beta or preview may change or disappear and is provided as is.
8. Acceptable use
You and your users will not:
- use the Service in breach of any law, or to store or send content you have no right to;
- upload malicious code, or try to break, probe, overload or get around the Service's security, permissions or limits (including read-only mode);
- access or try to access another company's data;
- scrape the Service, access it by automated means other than features we provide for that, reverse engineer it (except where the law allows), or copy it to build a competing product;
- resell, rent or provide the Service to anyone outside your company;
- use the practice sandbox, test data or watermarked documents as if they were real records;
- send spam or unlawful messages through the Service, including in breach of CAN-SPAM, the TCPA or similar laws (you are responsible for having permission to message your customers; we send that email for you, under your company name from a Turn One address, with replies going to you);
- put full payment card numbers, passwords, or images of government IDs in notes, attachments or free-text fields (card payments belong in Stripe's payment forms); or
- store health or medical information, biometric data, Social Security numbers other than the tax IDs allowed in 9.4, or information about children under 13.
We may investigate suspected breaches of this section and act under 6.4.
9. Your data and our data processing terms
9.1 It is yours. As between us, you own all data you or your users put into the Service, and the records the Service creates from it for you, including information about your customers, property managers, residents, employees and installers, and your jobs, quotes, invoices, books, documents and photos ("Company Data"). We do not own Company Data.
9.2 Who is responsible for what. For personal information in Company Data, you are the "business" or "controller" and we are your "service provider" or "processor" (as those words are used in US state privacy laws). You are responsible for: (a) having a lawful right to collect the information and put it in the Service; (b) giving your own customers, residents, employees and others any privacy notices and getting any consents the law requires of you, including telling them you use service providers like us; (c) the accuracy of Company Data; and (d) your own compliance with the laws that apply to your business and to how you use the Service, including privacy, consumer protection, employment, tax, marketing and contractor-licensing laws.
9.3 Your instructions. We process personal information in Company Data only to provide, secure, support, maintain and improve the Service, to create de-identified data under 9.8, as the law requires, and as you otherwise instruct through the Service or in writing. These Terms and your use of the Service are your instructions. We may use automated tools, including artificial intelligence and machine learning provided by us or by our subprocessors, for these purposes.
9.4 Sensitive data you may store. We expect your account to hold vendor and installer tax IDs for 1099 reporting, bank and check details used in reconciliation, and employee time and pay records. You may store these for those purposes only. Section 8 lists data you must not store.
9.5 State-privacy-law service-provider terms. For personal information in Company Data, we will not: (a) sell it or share it for cross-context behavioral advertising; (b) keep, use or disclose it for any purpose other than the business purposes in 9.3, or outside our direct business relationship with you; or (c) combine it with personal information we receive from others, except as the law allows a service provider to do. We will comply with the privacy laws that apply to us as a service provider, give the same level of protection those laws require, and tell you if we decide we can no longer meet our obligations under them. You may take reasonable steps, on written notice, to stop and fix any unauthorized use. We understand and will comply with these restrictions.
9.6 Our people and subprocessors. Our staff and contractors who can access Company Data are bound to keep it confidential. You authorize us to use the subprocessors listed in section 13 and on our subprocessors page. Each is bound by written terms that protect Company Data at least as much as these Terms require, and we remain responsible for their handling of it. We will give at least 30 days' notice (by email or in the app) before adding a subprocessor that will process Company Data. If you reasonably object on data-protection grounds, tell us within that period; if we cannot address the objection, you may cancel and we will refund any prepaid fees for the unused period.
9.7 Requests from individuals and regulators. If someone asks us about information we hold for you (for example, one of your customers asks to see or delete it), we will send them to you and help you answer using the Service's tools. If a government or court demands Company Data, we will send it to you where possible and tell you about the demand unless the law forbids it.
9.8 Aggregated and de-identified data. We may create aggregated or de-identified data from Company Data and from use of the Service. That data will not identify, and cannot reasonably be linked to, you, your customers, your employees, or any other person or household, and we combine data across multiple companies before sharing it outside Turn One. We own that data and may use, share, license or sell it for any lawful purpose, during and after this agreement. We will keep it in de-identified form, we will not try to re-identify it, and we will contractually forbid anyone we share it with from trying to re-identify it. We do not sell Company Data, or any personal information, in identifiable form.
9.9 Usage information. We collect information about how the Service is used (for example, which features are used, page timings, errors, and the device and browser) to run, secure and improve it, as the Privacy Policy describes.
9.10 Imports. If you import data from another system, you promise you have the right to do so and that it does not break that system's license. We do not guarantee an import is complete; the import tool shows what it matched and what it did not.
9.11 Where data is kept. We store Company Data in the United States. Some providers, such as our network provider, may process data in transit through other locations.
9.12 Records you must keep. Records you place under a legal hold in Turn One cannot be deleted while the hold is in place. You remain responsible for keeping the financial, tax and employment records the law requires of you; the Service is a tool for doing that, not your records custodian.
9.13 Information about our compliance. On reasonable written request (no more than once a year, unless after a Security Incident or a regulator requires it), we will answer reasonable written questions about our security and privacy practices. Any information we give is our confidential information.
10. Export, deletion and what happens after you leave
10.1 Export any time. You can export your Company Data yourself at any time from Settings, including while your account is read-only. The export includes every table as CSV files, your documents and photos with a list tying each file to its record, standard reports (customers, vendors and items, the general ledger journal, receivable and payable aging, inventory on hand, users and roles), and a data dictionary. Download links expire, and you can make a new export whenever you need one. Turn One staff do not run exports for you; an administrator does (see 2.7 if you have none).
10.2 Timeline.
| Stage | What you can do | How long |
|---|---|---|
| Active (setup, subscribed, or overdue within the grace period) | Everything your permissions allow, including export | Until you cancel or access is restricted |
| Overdue past grace, or setup period ended without billing | Read-only: sign in, read, print, export; pay or subscribe to restore | Until paid or subscribed, or the subscription is cancelled |
| After cancellation takes effect | Read-only: sign in, read, print, export | 12 months |
| After the 12 months | Sign-in ends. We keep your data (we never delete it automatically), and on written request we will provide an export or reopen access. | Until you ask us to delete it |
| After a verified deletion request | Deletion as in 10.4 | Live systems within 30 days; backups within 90 days |
10.3 Coming back. Within the 12 months you can reactivate (6.7). After that we may reopen your account on request but are not required to.
10.4 Deletion on request. We do not delete Company Data automatically; by keeping your account and data with us you instruct us to keep it. To have it deleted, an administrator, or an owner or officer we can verify, sends a written request to support@getturnone.com. We confirm what will be deleted and what must be kept, then delete Company Data from live systems within 30 days. Copies in backups are removed as the backups age out, within 90 days, and until then stay protected under these Terms and are not used. We keep only what the law requires us to keep, records under a legal hold, and our own billing, tax, contract-acceptance and security records about your account (which do not include the content of Company Data). We confirm in writing when deletion is done. Deletion cannot be undone; export first.
11. If Turn One stops
If we shut down the Service for everyone, we will give every customer at least 90 days' written notice, keep export working for the whole notice period and for at least 90 days after the Service closes, and refund prepaid fees for any period we do not deliver. If we sell or transfer the business, these promises bind the buyer.
12. Security
12.1 What we do. We maintain reasonable administrative, technical and physical safeguards designed to protect Company Data against unauthorized access, loss or change. Today these include, for example: each company's data kept separate from every other company's by database access rules; encrypted connections; encrypted storage at our hosting providers; a password plus a separate one-time sign-in check for Turn One staff who can reach our administration tools; role-based permissions inside your account; a recorded history of who did what; and nightly backups copied to a second location and periodically test-restored. We may change these safeguards, but not in a way that materially reduces the overall protection of Company Data. We do not hold a third-party security certification such as SOC 2, and we do not promise point-in-time recovery.
12.2 Support access only with your permission. Turn One staff do not sign in as your users. If we need to look at your account to help you, an administrator grants us access for a chosen time (default 4 hours, at most 72), to read or to act, and can end it at any moment. A banner shows during the session, our access is logged, and every change we make is marked as made by Turn One Support. Support access never reaches money-movement features (banking, checks, customer payments, deposits). We may access systems without a grant only where needed to keep the Service running or secure, or when the law requires it.
12.3 Your part. Keep logins private, use strong passwords, turn off people who leave, and give people only the access they need. We are not responsible for unauthorized access caused by your logins or devices.
12.4 Security incidents. A "Security Incident" is a confirmed unauthorized access to, or acquisition, disclosure, loss or change of, Company Data while in our or our subprocessors' control. If we discover one, we will notify your administrators without undue delay, and in any case within any time the law requires, with what we know, what we are doing, and what you may need to do, and we will update you as we learn more. We will take reasonable steps to contain it and help you meet any obligation you have to notify your customers, employees or regulators. Because you control your relationship with those people, you decide whether and how to notify them, unless the law requires us to notify them directly. Our notice is not an admission of fault.
13. Subprocessors and other providers
We use these providers to run the Service. Those marked with an asterisk handle Company Data on our behalf. The current list is kept on our subprocessors page at [getturnone.com/subprocessors], which controls if it differs from this table.
| Provider | What it does for us |
|---|---|
| Stripe* | Collects your subscription payments; processes your customers' payments if you turn that on |
| Supabase* | Database, sign-in and file storage |
| Cloudflare* | Hosting, network protection, DNS, file storage and email routing for support@ |
| Resend* | Delivers email we send for the Service, including email you send to your customers through Turn One |
| PostHog* | Product usage analytics (9.9) |
We are not responsible for outages of these providers beyond our own obligations in these Terms, but we remain responsible to you for how they handle Company Data on our behalf.
14. Confidentiality
14.1 What is confidential. Each of us may receive the other's non-public information that is marked confidential or that a reasonable person would understand is confidential. Your Company Data is always your confidential information. Ours includes non-public product, pricing and security information.
14.2 What each of us will do. Use the other's confidential information only to perform or use this agreement, protect it with at least reasonable care, and share it only with people and providers who need it and are bound to protect it.
14.3 What is not confidential. Information that is public through no fault of the receiver, was already known to it, was independently developed, or was rightfully received from someone else. De-identified data created under 9.8 is not your confidential information.
14.4 Required by law. The receiver may disclose confidential information if the law or a court requires it, after telling the other side first where allowed.
14.5 How long. These duties last for 3 years after the agreement ends, and for as long as we hold Company Data or the information remains a trade secret.
15. Ownership of the Service
We and our licensors own the Service, its software, designs, documentation and trademarks, including Turn One, Turn One Software and our logos. While this agreement is in force you have a limited, non-exclusive, non-transferable right to use the Service for your own internal business, under these Terms. We keep all other rights. You may not use our names or logos without our written permission. We will not name you or show your logo as a customer without your written consent.
16. Our promise and disclaimers
16.1 Our promise. We will provide the Service in a professional manner, materially as described in these Terms, and in compliance with the laws that apply to us in providing it. If we breach this promise, tell us in writing within 30 days of discovering it and we will try to fix it; if we cannot within a reasonable time, either of us may end this agreement and we will refund prepaid fees for the unused period. Together with your other rights in these Terms (including section 17), this is your remedy for a breach of this promise.
16.2 DISCLAIMER. EXCEPT FOR THE PROMISE IN 16.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DATA WILL NEVER BE LOST, OR THAT IT WILL MEET YOUR REQUIREMENTS.
16.3 Not accounting, tax or legal advice. Turn One is a tool for keeping books and running jobs. It is not an accountant, tax preparer, lawyer, bank or payroll provider. Its accounting defaults follow generally accepted accounting practice, but you and your accountant are responsible for how you set it up and use it, for reviewing what it posts, your month-end and year-end closes, taxes (including sales tax rates and rules you configure), 1099s, commissions and pay, and your compliance with the law.
16.4 Check the numbers. Quantities, estimates, cut plans and other calculations rely on information you enter. Check them before you order material or commit to a customer.
16.5 Keep your own copy. You are responsible for exporting and keeping your own copies of Company Data that are important to your business.
17. Limits on liability
17.1 NO INDIRECT DAMAGES. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER OF US WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OR GOODWILL, COST OF SUBSTITUTE SERVICES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF TOLD THEY WERE POSSIBLE.
17.2 LIABILITY CAP. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH OF OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, ADDED TOGETHER, WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY, OR (B) $500.
17.3 What the limits do not cover. SECTIONS 17.1 AND 17.2 DO NOT LIMIT: (A) YOUR DUTY TO PAY FEES AND TAXES YOU OWE; (B) YOUR DUTIES UNDER 18.1; (C) YOUR BREACH OF SECTION 8 OR SECTION 15; (D) LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (E) LIABILITY THE LAW DOES NOT ALLOW TO BE LIMITED. For clarity, claims arising from a Security Incident, from a breach of section 9 or 14 involving Company Data, and our duties under 18.2 are subject to 17.1 and 17.2.
17.4 Why. These limits are part of the price and the deal between us, apply however a claim is framed (contract, tort including negligence, statute or otherwise), and apply even if a limited remedy fails of its essential purpose.
18. Indemnity
18.1 From you. You will defend us (and our owners, staff and contractors) against any third-party claim, and pay the resulting damages, fines, settlements and reasonable legal costs, to the extent the claim arises from: (a) Company Data, including your lack of a right to collect it or put it in the Service, or your failure to give a notice or get a consent required of you; (b) your or your users' use of the Service in breach of these Terms or the law; (c) messages or payments you send or take through the Service; or (d) a dispute between you and your own customers, employees, installers or vendors.
18.2 From us. We will defend you against any third-party claim that the Service, as we provide it, infringes that third party's United States patent, copyright or trademark or misappropriates its trade secret, and pay the resulting damages, settlements and reasonable legal costs. We have no duty for claims arising from Company Data, from anything you or a third party adds or changes, from combining the Service with something we did not provide, or from use that breaks these Terms. If such a claim arises or seems likely, we may change the Service so it no longer infringes, get you a right to keep using it, or end the affected part and refund prepaid fees for it. This section is your only remedy for infringement claims.
18.3 How a claim works. The side asking for protection must tell the other promptly in writing (a delay reduces the protection only to the extent it causes harm), let the other control the defense and settlement, and reasonably cooperate at the other's cost. The defending side may not settle in a way that admits fault for the other or requires the other to pay or do anything without its written consent. The protected side may join with its own lawyer at its own cost.
19. Governing law and disputes
19.1 Governing law. The laws of the State of Utah and applicable US federal law govern this agreement and any dispute about it or the Service, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
19.2 Talk first. Before filing any claim, the side with the dispute will send written notice describing it, and both of us will try in good faith for 30 days to resolve it. This does not apply to requests for urgent court orders to stop misuse of confidential information, data or intellectual property, or to collection of unpaid fees.
19.3 Courts. Any lawsuit about this agreement or the Service will be brought only in the state courts located in Salt Lake County, Utah, or the federal court for the District of Utah, and each of us consents to those courts' jurisdiction and venue and gives up any objection that they are inconvenient.
19.4 Small claims. Either of us may instead bring an individual claim that qualifies in a small claims court, either in Salt Lake County, Utah, or in the county where the other side has its principal place of business.
19.5 JURY TRIAL WAIVER. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH OF US KNOWINGLY AND VOLUNTARILY GIVES UP ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE. ANY SUCH LAWSUIT WILL BE DECIDED BY A JUDGE.
19.6 Time limit. Any claim arising out of or related to this agreement or the Service must be filed within one year after the claiming side knew or reasonably should have known of it, or it is barred, unless the law requires a longer period. This does not apply to claims for unpaid fees or under section 18.
20. Changes to these Terms
20.1 Versions. Every version of these Terms is numbered and dated, and we keep every version.
20.2 Material changes. If we make a change that materially affects your rights or obligations (for example, price terms, your rights over your data, liability, disputes, or how we use information), we will email your administrators and show a notice in the app at least 30 days before it takes effect, with a link to the new version and a summary of what changed. After it takes effect, an administrator will be asked to accept it at sign-in.
20.3 Acceptance. The new version applies to you when an administrator accepts it, or, if no one has accepted, when you keep using the Service after the effective date. If you do not agree, cancel before the effective date (6.2); the previous version then continues to apply until your cancellation takes effect, and your export rights in section 10 are unaffected. We will never block export because a new version has not been accepted.
20.4 Small changes. Changes that do not reduce your rights (fixing typos, clarifying wording, updating a name, address or the subprocessor list under 9.6) take effect when posted.
20.5 No retroactive changes. A new version does not apply to a dispute that either of us gave written notice of before it took effect.
20.6 Price changes follow 4.9 and discount changes follow 4.8.
21. Notices
21.1 To you. We send notices by email to your administrators and billing contact on file, and may also post them in the app. An email notice is given when sent. Keep your contact details current.
21.2 To us. Send notices to support@getturnone.com. Formal legal notices (a claimed breach, termination for cause, an indemnity claim or a legal demand) must also be sent by mail or courier to Ethos Agency LLC d/b/a Turn One Software, W3937 Old Farm Rd, Lake Geneva, WI 53147, and are given when received.
22. General
22.1 Entire agreement. These Terms, with the documents in 1.5, are the entire agreement between us about the Service and replace all earlier proposals, understandings and agreements about it. Nothing said in a sales conversation, demo or marketing page changes them.
22.2 Severability. If a court finds part of these Terms unenforceable, that part will be enforced to the maximum extent allowed and changed only as much as needed, and the rest stays in force.
22.3 No waiver. Not enforcing a right right away does not give it up. A waiver must be in writing.
22.4 Assignment. You may not transfer this agreement without our written consent, except to a successor to all or substantially all of your business that accepts these Terms in writing (tell us within 30 days). We may transfer it to an affiliate or as part of a merger, sale of assets or reorganization, and we will tell you. Any other attempted transfer is void. This agreement binds and benefits permitted successors. The Service does not merge two companies' data when businesses combine.
22.5 Independent businesses. Nothing here makes either of us the other's agent, employee, partner or joint venturer.
22.6 No third-party beneficiaries. Only you and we have rights under this agreement. Your customers, employees, users and anyone else do not, except as 18 provides for the people it protects.
22.7 Force majeure. Neither of us is liable for a delay or failure caused by events beyond reasonable control, such as natural disasters, fire, flood, epidemics, war, terrorism, civil unrest, labor actions, government action, utility or internet failures, outages of major hosting or network providers, or cyberattacks that reasonable security would not have prevented. This does not excuse payment of money owed. If such an event stops the Service for more than 30 days in a row, either of us may end this agreement and we will refund prepaid fees for the unused period.
22.8 Export and sanctions. You will not use the Service in breach of US export-control or sanctions laws, and you confirm you are not on a US government restricted-party list.
22.9 Interpretation. Headings are for convenience. "Including" means "including without limitation." "Written" or "in writing" includes email. If these Terms are translated, the English version controls.
22.10 Contact. Questions about these Terms: support@getturnone.com, 801-824-3880.