Subscription Agreement

This Subscription Agreement (the "Agreement") is between TruNorth Advisory LLC, doing business as TruNorth, a Florida limited liability company with its address at 389 Berkeley Street, Satellite Beach, FL 32937 ("TruNorth," "we," "us"), and the business that subscribes to TruNorth Ops ("Customer," "you"). By checking the box at checkout, clicking "Subscribe," or using the Service, you agree to this Agreement. If you accept on behalf of a company, you confirm you have authority to bind that company.

1. Definitions

• "Service" means TruNorth Ops, including the web and mobile application, field operations tools, time-and-materials (T&M) billing tools, rough-order-of-magnitude (ROM) estimator, reports, templates, documentation, updates and support.
• "Customer Data" means the information you or your Users put into the Service, such as job, customer, employee, time, equipment, photo and billing records.
• "Users" means your employees and contractors you allow to access the Service under your account.
• "Outputs" means estimates, invoices, billing summaries, reports and other results the Service generates from Customer Data.

2. Subscription and access

2.1 Access. Subject to this Agreement and payment of fees, TruNorth grants you a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for your internal business operations.

2.2 Accounts. You are responsible for all activity under your account and your Users' accounts, for keeping login credentials secure, and for making sure your Users follow this Agreement. Tell us promptly at jason@findingtrunorth.com if you suspect unauthorized access.

2.3 Setup and support. TruNorth will provide reasonable onboarding and email support during normal business hours. Custom development, data migration and on-site work are not included unless agreed in writing.

3. Fees, billing and renewal

3.1 Fees. You agree to pay the subscription fee shown at checkout (currently $150 per month) plus any applicable taxes. Fees are in U.S. dollars.

3.2 Automatic renewal. Your subscription renews automatically each month until cancelled. By subscribing, you authorize TruNorth and its payment processor (Stripe) to charge your payment method on file each billing period without further approval.

3.3 Cancellation. You may cancel any time through the billing portal or by emailing jason@findingtrunorth.com. Cancellation takes effect at the end of the current billing period, and you keep access until then.

3.4 No refunds. Fees are non-refundable, including for partial months, unused Users or features, except where required by law.

3.5 Late or failed payment. If a payment fails, we will notify you and retry. If payment is not received within 10 days of the due date, TruNorth may suspend access until the balance is paid. You are responsible for reasonable collection costs on overdue amounts.

3.6 Taxes. Fees do not include sales, use or similar taxes, which we may collect where required. You are responsible for all taxes on your purchase except taxes on TruNorth's income.

3.7 Price changes. We may change fees with at least 30 days' notice by email. The new price applies at your next renewal after the notice period. If you don't agree, you may cancel before it takes effect.

4. Customer Data

4.1 You own your data. As between the parties, you own all Customer Data. You grant TruNorth a non-exclusive, worldwide license to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and improve the Service and as required by law.

4.2 Your responsibility for data. You are responsible for the accuracy, legality and quality of Customer Data, and for having all rights and consents needed to put it in the Service, including information about your employees, your customers and property owners.

4.3 Security. TruNorth will use commercially reasonable administrative, physical and technical safeguards to protect Customer Data. No system is completely secure, and TruNorth does not guarantee that unauthorized access will never occur. We will notify you without unreasonable delay if we learn of a breach affecting your Customer Data.

4.4 Usage data. TruNorth may collect technical and usage information about how the Service is used and may use aggregated, de-identified data (which does not identify you, your Users or your customers) to operate, improve and market the Service.

4.5 Export and deletion. You may export your Customer Data while your subscription is active and for 30 days after it ends. After that, TruNorth may delete it, except for copies kept in routine backups or as required by law.

4.6 Backups. You are responsible for keeping your own copies of records you need for legal, tax, insurance or business purposes.

5. Acceptable use

You and your Users will not, and will not allow anyone else to:

• copy, modify, translate or create derivative works of the Service;
• reverse engineer, decompile, disassemble or try to discover source code, pricing logic, algorithms or underlying structure of the Service;
• sell, resell, rent, lease, sublicense or share access to the Service with anyone outside your business, or use it as a service bureau for others;
• use the Service, or information learned from it, to build or help build a competing product;
• share login credentials or let more people use one account than your plan allows;
• scrape, overload or interfere with the Service, or bypass security or usage limits;
• upload malware or content that is unlawful, infringing or that you have no right to share;
• use the Service to commit fraud, submit false or inflated claims or invoices, or break any law or insurance program rule.

6. Ownership and branding

6.1 TruNorth owns the Service. TruNorth and its licensors own all rights, title and interest in the Service, including all software, designs, workflows, templates, pricing models, documentation, improvements and the TruNorth and TruNorth Ops names and logos. Nothing in this Agreement transfers ownership to you. All rights not expressly granted are reserved.

6.2 Your branding. If the Service lets you display your company name or logo, you grant TruNorth a limited license to use them only to show them to you and your Users within the Service. You confirm you have the right to use them.

6.3 Feedback. If you send suggestions or ideas, TruNorth may use them freely without any obligation to you.

6.4 Reference. TruNorth may list your company name as a customer unless you ask us in writing not to.

7. Confidentiality

Each party may receive non-public information from the other that is marked or reasonably understood to be confidential ("Confidential Information"). The Service, its pricing logic and non-public features are TruNorth's Confidential Information; Customer Data is yours. The receiving party will use the other's Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to employees and advisors who need to know and are bound by similar duties. These duties don't apply to information that is public through no fault of the receiver, already known to it, independently developed, or lawfully received from someone else. A party may disclose Confidential Information when legally required, after giving reasonable notice where allowed. These duties last for 3 years after the Agreement ends, and for trade secrets, as long as they remain trade secrets.

8. Estimates, billing and business decisions are yours

8.1 Tools, not advice. The Service is a software tool. ROM estimates are rough, order-of-magnitude figures for planning only. They are not bids, quotes, appraisals, final estimates or guarantees of cost, scope or payment, and they are not a substitute for an on-site inspection or industry-standard estimating software.

8.2 You review everything. You are solely responsible for reviewing, editing and approving every Output before you rely on it or send it to anyone, including customers, property owners, insurance carriers, adjusters, third-party administrators and program managers. You are responsible for your pricing, rates, invoices, scopes, documentation, contracts and collections.

8.3 No professional advice. TruNorth does not provide legal, accounting, tax, insurance, engineering, safety, environmental or licensing advice through the Service. Coaching or consulting from TruNorth, if any, is governed by a separate agreement.

8.4 Compliance is yours. You are responsible for complying with all laws, regulations, industry standards (such as IICRC standards), insurance program requirements, licensing, labor and wage laws, and safety rules that apply to your business and your jobs.

8.5 No guarantee of results. TruNorth does not guarantee that using the Service will increase revenue, profit, payment rates or approval of any claim or invoice.

9. Warranty disclaimer

TruNorth will make reasonable efforts to keep the Service available and working as described, but scheduled maintenance, updates and events outside our control may cause interruptions.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT ALLOWED BY LAW, TRUNORTH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT OUTPUTS WILL BE ACCURATE OR COMPLETE.

10. Limitation of liability

10.1 No indirect damages. TO THE FULLEST EXTENT ALLOWED BY LAW, TRUNORTH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, JOBS, CLAIMS, PAYMENTS, GOODWILL OR DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.

10.2 Cap. TRUNORTH'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE FEES YOU ACTUALLY PAID TRUNORTH FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

10.3 Why. These limits apply to every theory of liability (contract, tort, negligence, strict liability or otherwise) and are an essential part of the bargain; the fees would be higher without them. Some places don't allow certain limits, so they apply only to the extent the law allows.

11. Indemnification

You will defend, indemnify and hold harmless TruNorth, its owners, employees and contractors from and against any claims, damages, losses, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data; (b) your or your Users' use of the Service or Outputs, including any estimate, invoice, scope, claim or billing you submit; (c) your work, services, employees or subcontractors; (d) your breach of this Agreement; or (e) your violation of any law or third-party right. TruNorth will give you prompt notice of the claim and reasonable cooperation at your expense, and may join the defense with its own counsel at its own cost. You may not settle a claim that imposes any obligation on TruNorth without its written consent.

12. Term, suspension and termination

12.1 Term. This Agreement starts when you accept it and continues while your subscription is active.

12.2 Suspension. TruNorth may suspend access, with notice where practical, if: payment is overdue (Section 3.5); you or your Users breach Section 5; or your use poses a security, legal or operational risk to the Service or others. We will restore access once the issue is resolved.

12.3 Termination by TruNorth. TruNorth may terminate this Agreement (a) on 30 days' written notice for any reason, with a prorated refund of any prepaid fees for the period after termination, or (b) immediately on notice if you materially breach this Agreement and don't cure it within 10 days of notice, or breach Section 5 or 6.

12.4 Effect. When the Agreement ends, your right to use the Service stops, you must pay any amounts owed, and Section 4.5 governs data export. Sections 3 (for amounts owed), 4.4–4.6, 6, 7, 8, 9, 10, 11, 12.4, 14 and 15 survive.

13. Changes to the Service and this Agreement

13.1 Service changes. TruNorth may update, improve or change features of the Service. We will not materially reduce the core functionality of your plan during a paid billing period.

13.2 Agreement changes. TruNorth may update this Agreement by posting the new version at findingtrunorth.com/terms and emailing the account owner at least 30 days before material changes take effect. Continued use after the effective date means you accept the changes. If you don't agree, cancel before they take effect.

14. Disputes, governing law and arbitration

14.1 Talk first. Before filing any claim, each party will try in good faith to resolve the dispute informally for at least 30 days after written notice describing it.

14.2 Governing law. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law rules.

14.3 Binding arbitration. Any dispute that isn't resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, in Brevard County, Florida (or by video, if both parties agree). Judgment on the award may be entered in any court with jurisdiction.

14.4 Exceptions. Either party may bring an individual claim in small claims court, and either party may seek an injunction in court to protect its intellectual property or Confidential Information or to stop a breach of Section 5. TruNorth may also bring an action in court to collect unpaid fees.

14.5 No class actions. Claims may be brought only in an individual capacity, not as a plaintiff or class member in any class, consolidated or representative proceeding. The parties waive any right to a jury trial.

14.6 Time limit. Any claim must be brought within one year after it arises, or it is permanently barred, to the extent the law allows.

15. General

15.1 Entire agreement. This Agreement, plus the plan and price shown at checkout, is the entire agreement about the Service and replaces any prior discussions. Terms in your purchase orders or other documents don't apply.

15.2 Notices. TruNorth may send notices to the email address on your account. You may send notices to jason@findingtrunorth.com and, for legal notices, to 389 Berkeley Street, Satellite Beach, FL 32937.

15.3 Assignment. You may not assign this Agreement without TruNorth's written consent. TruNorth may assign it in connection with a merger, acquisition or sale of all or part of its business.

15.4 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, such as natural disasters, outages of internet, hosting or payment providers, or acts of government, except for your obligation to pay fees.

15.5 Independent parties. The parties are independent contractors. This Agreement doesn't create a partnership, franchise, joint venture or employment relationship.

15.6 Severability and waiver. If any part of this Agreement is found unenforceable, it will be enforced to the maximum extent possible and the rest stays in effect. Failure to enforce a provision is not a waiver.

15.7 Electronic acceptance. Checking the box, clicking to accept or using the Service is a valid electronic signature with the same effect as a handwritten one.

15.8 Contact. Questions about this Agreement: jason@findingtrunorth.com.