Terms of Service

The subscription contract between Piripro, Inc. and each customer business, incorporated by reference into each signed order form.

Company: Piripro, Inc., a Delaware corporation ("Piri", "we", "us"). Contact: legal@piri.pro.

1. Agreement and acceptance

These Terms of Service (the "Terms") govern access to and use of the Piri field service management platform, including the web dashboard, mobile application, APIs, and related services (collectively, the "Service"). By signing an order form that references these Terms, or by accessing or using the Service, the customer entity identified on the order form ("Customer", "you") agrees to these Terms. The individual accepting agrees that they are authorized to bind Customer. Together these Terms, the Data Processing Addendum ("DPA"), and each signed order form form the entire agreement (the "Agreement").

2. Definitions

• "Order Form" means an ordering document signed by both parties specifying the plan, number of Seats, price, and subscription term.
• "Seat" means any active user account on the Service — technician, dispatcher, office staff, or administrator — not only field technicians.
• "Authorized User" means an individual (an employee or contractor of Customer) whom Customer permits to use the Service under a Seat.
• "Customer Data" means all data, content, and information that Customer or its Authorized Users submit to the Service, including data about Customer's own end customers, properties, and jobs.
• "Documentation" means the usage guides and materials we make available for the Service.

3. The Service and license

Subject to the Agreement, we grant Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for Customer's internal business operations, up to the number of Seats purchased. We may update, improve, or modify the Service from time to time; we will not materially reduce core functionality of a paid subscription during its then-current term.

4. Accounts, Seats, and Authorized Users

Customer is responsible for its account, for all activity under its Seats, and for its Authorized Users' compliance with the Agreement. Customer must keep credentials confidential and notify us promptly of any unauthorized use. Seats are licensed to Customer; individual Authorized Users are bound to acceptable-use rules through Customer, not as separate contracting parties. Customer may reassign a Seat to a different individual but may not exceed its purchased Seat count without adding Seats.

5. Customer Data and ownership

As between the parties, Customer owns and retains all rights in Customer Data. Customer grants us a limited license to host, process, transmit, and display Customer Data solely to provide and support the Service and as permitted by the DPA. Customer is responsible for the accuracy and legality of Customer Data and for having the necessary rights and consents to submit it — including personal data about its own end customers. We own and retain all rights in the Service, the underlying software, and all improvements to it. If Customer provides feedback, we may use it without restriction or obligation.

6. Acceptable use

Customer and its Authorized Users will not: (a) resell, sublicense, or provide the Service to third parties as a service bureau; (b) reverse engineer or attempt to derive source code from the Service, except as permitted by law; (c) upload malware or interfere with the integrity or performance of the Service; (d) attempt to gain unauthorized access to the Service or its related systems; (e) use the Service in violation of applicable law; or (f) use the Service to store or transmit data for which Customer lacks the necessary rights.

7. Fees and payment

Fees, the number of Seats, and the billing cycle are stated on the Order Form. Piri's pricing is per Seat per month, at a volume rate set by Customer's total Seat count: all Seats bill at the single rate applicable to that count. The rates, the Seat-count bands they apply to, and any annual-commitment discount are set out on the Order Form. Fees are billed through our payment processor (Stripe) on the cycle stated on the Order Form. For subscriptions purchased online through the Service without an Order Form, the fees, number of Seats, billing cycle, and applicable rates are those displayed at checkout, and references in the Agreement to commercial terms stated on the Order Form are read accordingly.

Changes to Seats or billing cycle. Increases take effect immediately and decreases take effect at the next billing period. Adding Seats — including any resulting change in the applicable volume rate — applies immediately and is prorated for the remainder of the then-current billing period. Reducing Seats applies from the start of the next billing period, and no refund or credit is given for the unused portion of a period already begun. Moving from a monthly to an annual commitment applies immediately, and the annual term runs from the date of the change; moving from an annual to a monthly commitment applies at the end of the then-current annual term. Except as expressly stated, fees are non-refundable and payments are non-cancelable. Fees are exclusive of taxes; Customer is responsible for applicable sales, use, and similar taxes. Late or failed payments may result in suspension after reasonable notice.

Changes to fees. We may change our fees on at least 30 days' written notice to the account's admin contact. A change takes effect at the start of the first billing period beginning after the notice period ends, and never applies to a period already paid. For an annual commitment, fees are fixed for the then-current annual term and any change applies from the next renewal. Customer's remedy if it does not accept a fee change is to decline renewal under Section 8 before the change takes effect.

8. Term, renewal, and termination

The Agreement begins on the Order Form effective date and continues for the subscription term stated there. Unless the Order Form states otherwise, subscriptions are month-to-month and renew automatically for successive terms of the same length as the initial term. Either party may decline renewal by written notice: for a month-to-month subscription, before the start of the next billing period; for an annual term, at least 30 days before the renewal date. Either party may terminate for the other's material breach not cured within 30 days of written notice. On termination or expiration, Customer's access ends and, on request made within 30 days, we will make Customer Data available for export; after that window we may delete Customer Data in the ordinary course, subject to the DPA. Sections that by their nature should survive (ownership, confidentiality, liability, payment obligations accrued) survive termination.

9. Confidentiality

Each party may access the other's confidential information. The receiving party will protect it with reasonable care, use it only to perform under the Agreement, and disclose it only to those who need to know and are bound by similar obligations. This does not apply to information that is public, independently developed, or rightfully received from a third party, or that must be disclosed by law (with notice where permitted).

10. Warranties and disclaimers

Each party warrants that it has the authority to enter into the Agreement. The Service is provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free.

11. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues. Each party's total aggregate liability arising out of the Agreement will not exceed the fees paid or payable by Customer to Piri in the twelve (12) months preceding the event giving rise to the claim. These limits do not apply to Customer's payment obligations, either party's indemnification obligations, or breaches of confidentiality.

12. Indemnification

We will defend Customer against third-party claims that the Service, as provided by us and used in accordance with the Agreement, infringes that third party's intellectual property rights, and indemnify Customer for resulting costs finally awarded. Customer will defend us against third-party claims arising from Customer Data or Customer's use of the Service in violation of the Agreement or law. Each party's obligations are conditioned on prompt notice and reasonable cooperation.

13. Data protection and third-party services

Our handling of personal data is governed by the Privacy Policy and the DPA. The Service relies on third-party subprocessors and integrations — including AWS (hosting), Auth0 (authentication), Stripe (payments), Cloudflare (network), and, where Customer enables it, QuickBooks (accounting sync). Customer's use of a third-party integration is subject to that third party's own terms; we are not responsible for third-party services we do not control.

14. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will provide reasonable notice (e.g. by email to the account's admin or an in-product notice) before it takes effect. Continued use after the effective date constitutes acceptance. The current version is always posted at piri.pro/terms.

15. Governing law and disputes

The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

16. General

Neither party may assign the Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets. The Agreement is the entire agreement and supersedes prior understandings on its subject. If any provision is unenforceable, the rest remains in effect. In case of conflict, an Order Form controls over these Terms for that order; the DPA controls over these Terms for data-protection matters. Neither party is liable for delays caused by events beyond its reasonable control. Notices to Piri go to legal@piri.pro; notices to Customer go to the admin contact on the account.

17. Contact

Piripro, Inc. — legal@piri.pro.