End User License Agreement

1. How this fits with our other agreements

This End User License Agreement ("EULA") is a contract between you and labourWerks Inc., an Ontario, Canada corporation (No. 1001667299) ("labourWerks", "we", "us"). It covers the software itself — the labourWerks web application, any mobile or desktop app we publish, and any updates to them (together, the "Software").

Two other documents sit alongside it, and all three are meant to be read together:

• Our Terms of Service govern the service: your workspace, your subscription and billing, availability and support, and your data.
• Our Privacy Policy explains how we handle personal information.

If this EULA and the Terms of Service genuinely conflict about the Software licence, this EULA governs that question; on every other question the Terms of Service govern. Nothing here adds a charge, changes your price, or shortens the data-retention promises in the Terms of Service.

You accept this EULA by installing, accessing, or using the Software. If you are accepting on behalf of a business, you confirm you are authorized to bind it, and "you" means that business. If you don't agree, don't install or use the Software.

2. The licence we grant you

For as long as your subscription is in good standing, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software for your own business's internal purposes. Under that licence you may:

• Access the Software through a browser at app.labourwerks.com, and install any app version we publish on devices you or your workers own or control.
• Install it on as many devices as your crew actually uses — we licence by person, not by device. Every individual who uses the Software needs their own account; accounts are not to be shared between people.
• Create accounts for the number of team members your plan allows, and use every feature that plan includes.
• Produce, keep, print, and send the documents the Software generates — invoices, estimates, work orders, reports — with no restriction from us on how you use them in your business.

The licence is a licence, not a sale. We keep every right we don't expressly grant you here.

3. What you may not do

You may not, and may not let anyone else:

• Copy, modify, or make derivative works of the Software, except for the ordinary copies your browser or device makes to run it.
• Reverse engineer, decompile, or disassemble the Software, or otherwise try to derive its source code — except exactly to the extent that this restriction is unenforceable where you live (in which case, tell us first and we'll see whether we can just give you the information you need).
• Rent, lease, lend, sell, sublicense, host, or resell the Software, or run it as a service for anyone other than your own business.
• Remove or obscure any copyright, trade-mark, or other proprietary notice.
• Use it to build a competing product, or copy its design, structure, or features for that purpose. Benchmarking the Software for publication also needs our written consent.
• Probe, scan, or test the security of the Software, try to reach another business's workspace or data, or defeat any access control, rate limit, or licence restriction. (Genuine security research is welcome — email us first and we'll work with you.)
• Use automated means to scrape, harvest, or bulk-extract from the Software beyond the export tools we provide, or deliberately overload it.
• Use the Software unlawfully, or in breach of the acceptable-use section of the Terms of Service.

4. Accounts and your crew

You are responsible for everyone who uses the Software under your workspace, as if their acts were your own. Keep credentials confidential, create accounts only for people who work with your business, and remove people who leave. Each account is personal to one individual.

The Software records a GPS position when a worker clocks on or off (section 5 of the Privacy Policy). Telling your crew that this feature exists, and using it lawfully where you operate, is your responsibility, not ours.

5. Ownership

We — or our licensors — own the Software and everything in it: the code, the interface and design, the labourWerks name and logo, the documentation, and any improvement or new version. Our open-source and third-party components stay under their own licences, which we honour and which prevail over this EULA for those components.

Your data stays yours. Your work orders, invoices, estimates, customer details, photos, hours, price lists, and your own branding on your documents belong to you, exactly as set out in the Terms of Service. We claim nothing in them.

If you send us an idea, suggestion, or feature request, we may use it freely and without owing you anything — but we won't identify you as its source without asking.

6. Updates

We improve the Software continuously, and web updates apply automatically the next time you load it. Any app version may check for, download, and install updates; where your device or store settings control that, keep automatic updates on — an old version may stop working with our servers. Updates are covered by this EULA unless we ship separate terms with one. We may add, change, or retire features; we won't remove a capability that's material to how you run your business without reasonable notice.

7. Connected third-party services

The Software may let you connect a third-party service — for example an accounting package, a payment provider, or an email service. Where you choose to enable such a connection:

• You authorize us to access and exchange with that service only the data the connection needs, and only while it is enabled. You can disconnect it at any time.
• Your relationship with that provider is governed by your agreement with them, not by this EULA, and their handling of your data is governed by their privacy policy.
• We are not responsible for a third-party service's availability, accuracy, or acts — including where it changes or discontinues its interface.
• You must have the right to connect the account you connect, and to move the data you move through it.

Third-party components inside the Software are licensed to you under their own terms, and this EULA does not restrict rights those licences give you.

8. AI features and their output

Optional AI features draft documents from what you give them — an invoice from a work order, priced materials from a photo of a supplier invoice. Three things follow:

• The drafts can be wrong. Review every AI-generated line, price, quantity, and total before you save or send it. Once you send it, it's your document.
• You get the output. As between you and us, we claim no ownership in what an AI feature drafts for you, and you may use it however your business needs.
• Similar output may go to others. AI features can generate comparable results for other customers from comparable inputs, and nothing here gives you exclusivity over that.

Nothing the Software produces — invoices, P&L views, tax summaries, payroll estimates — is accounting, tax, or legal advice. Check the numbers and talk to your accountant.

9. Term and termination

This EULA runs for as long as you use the Software. It ends when your subscription ends, when you stop using and uninstall the Software, or if we terminate it for a material breach of this EULA — for a curable breach, only after telling you what's wrong and giving you a fair chance to fix it.

When it ends, your licence to use the Software stops and you must stop using it and remove any installed copy. Your records are not deleted at that moment: the retention and export terms in section 4 of the Terms of Service apply — one year, with export available throughout. Sections 3, 5, 8, 10, 11, 12 and 14 survive.

10. Warranty disclaimer

The Software is provided "as is" and "as available". To the maximum extent the law allows, we disclaim all warranties, conditions, and representations — express, implied, or statutory — including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Software will be uninterrupted, error-free, secure, or that defects will be corrected. No advice from us, written or spoken, creates a warranty.

Some jurisdictions don't allow these exclusions. Where consumer-protection or other law gives you warranties, guarantees, or rights that can't be excluded, they apply to you despite this section and nothing here removes them. In Quebec, the legal warranty under the Consumer Protection Act applies where it applies.

11. Liability

To the maximum extent the law allows: we are not liable for indirect, incidental, special, exemplary, punitive, or consequential damages — including lost profits, lost business, lost or corrupted data you could have exported, or business interruption — even if we were told such damages were possible. Our total aggregate liability for all claims relating to the Software is capped at the amount you paid us in the twelve months before the claim arose.

Nothing here limits liability that cannot lawfully be limited — including for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability protected by consumer law that applies to you.

Keep your own copies of documents you can't afford to lose. The export tools exist for exactly that, and using them is the practical answer to most of this section.

12. Export controls and sanctions

You represent that you are not located in, and are not ordinarily resident in, a country or territory subject to a comprehensive Canadian, US, UK, or UN embargo or sanctions programme; that you are not named on any Canadian, US, UK, EU, or UN restricted-party, sanctioned-national, or terrorist-supporting list; and that you will not use or export the Software in breach of any applicable export-control or sanctions law.

13. Government end users

The Software is "commercial computer software" and its documentation is "commercial computer software documentation". A US government end user acquires only the rights in this EULA, consistent with FAR 12.212 and DFARS 227.7202. A Canadian government end user acquires only the rights in this EULA, as commercial software.

14. Governing law and disputes

This EULA is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts located in Toronto, Ontario have exclusive jurisdiction — except that either of us may seek injunctive relief in any court with jurisdiction, and except where mandatory law entitles you to bring proceedings, or requires them to be brought, somewhere else.

15. General

• Changes: we may update this EULA. For a material change we'll give at least 30 days' notice by email or in the app, and the date at the top always shows the current version. Continuing to use the Software after a change takes effect means you accept it.
• Severability and waiver: if a provision is unenforceable, the rest stands and that provision is narrowed only as far as needed. Not enforcing a right isn't a waiver of it.
• Assignment: you may not assign this EULA without our written consent; we may assign it as part of a sale, merger, or reorganization of our business.
• Entire agreement: this EULA, the Terms of Service, and the Privacy Policy are the whole agreement between us about the Software.
• Language: the parties have required that this agreement be drawn up in English. Les parties ont exigé que la présente convention soit rédigée en anglais.

16. Contact

hello@labourwerks.com · labourWerks Inc., Toronto, Ontario, Canada.

Appendix A — If you got the app from an app store

These additional terms apply only when you obtain the labourWerks app from a third-party app store or platform. Where they conflict with the rest of this EULA, they govern for that store's version of the app. Nothing in this appendix creates an obligation for us that we don't already have, and nothing in it takes a right away from you.

However you obtained the app, how you pay for your labourWerks subscription is governed by the Terms of Service, not by this appendix.

A1 · Apple App Store

• This agreement is with us, not Apple. You acknowledge that this EULA is between you and labourWerks Inc. only, and not with Apple Inc., and that we, not Apple, are solely responsible for the app and its content.
• Scope of licence. The licence granted in section 2 is limited to a non-transferable licence to use the app on any Apple-branded product that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions — except that the app may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing, where Apple permits it.
• Maintenance and support. We are solely responsible for providing any maintenance and support for the app. Apple has no obligation whatsoever to furnish any maintenance or support.
• Warranty. We are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in section 10. If the app fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price of the app to you (if any); to the maximum extent permitted by law, Apple has no other warranty obligation whatsoever with respect to the app.
• Product claims. We, not Apple, are responsible for addressing any claim by you or a third party relating to the app or your possession and use of it — including product liability claims, any claim that the app fails to conform to a legal or regulatory requirement, and claims arising under consumer protection, privacy, or similar legislation, including in connection with the app's use of any health, fitness, or location framework. This appendix does not limit our liability beyond what applicable law permits.
• Intellectual property claims. If a third party claims that the app or your possession and use of it infringes that third party's intellectual property rights, we, not Apple, are solely responsible for the investigation, defence, settlement, and discharge of that claim.
• Legal compliance. You represent and warrant the matters set out in section 12 (export controls and sanctions), including that you are not located in a country subject to a US Government embargo or designated as a "terrorist supporting" country, and are not listed on any US Government list of prohibited or restricted parties.
• Third-party terms. You must comply with any applicable third-party terms of agreement when using the app.
• Third-party beneficiary. Apple and Apple's subsidiaries are third-party beneficiaries of this EULA, and upon your acceptance of it Apple will have the right (and will be deemed to have accepted the right) to enforce it against you as a third-party beneficiary.
• Contact. Questions, complaints, and claims about the app: hello@labourwerks.com, labourWerks Inc., Toronto, Ontario, Canada.

A2 · Google Play

• Your download and use of the app is also subject to the Google Play Terms of Service. Google is not a party to this EULA and is not responsible for the app.
• We, not Google, are solely responsible for the app, for supporting it, and for any claim relating to it.
• Refunds for anything purchased through Google Play follow Google Play's refund policy; refunds for a labourWerks subscription billed by us follow the Terms of Service.

A3 · Any other store or platform

If you obtain the app from another store or platform, the equivalent of the terms above applies to that provider: the agreement is with us and not with them, we are solely responsible for the app and its support, and they are a third-party beneficiary of this EULA to the extent their own rules require.