2026-10-22-v9 · Current version.

Banay OS Pilot Terms of Service and End User License Agreement

1. Who we are, and accepting these Terms

In plain English: This is a contract between your business and us. By checking the box and clicking to accept, or by using Banay OS, your business agrees to these Terms. If you sign up for a company, you confirm you are allowed to bind it.

These Banay OS Pilot Terms of Service and End User License Agreement (the "Terms") are a binding agreement between Dom's Workshop, Inc., a New Hampshire corporation and the provider of Banay OS, 252 Daniel Webster Hwy, Suite 1185, Nashua, NH 03060 ("Provider", "we", "us") and the business entity that registers for or uses the Service ("Customer", "you").

Electronic acceptance (clickwrap). You accept these Terms by checking the box stating that you have read and agree to these Terms and the Privacy Policy and then clicking the acceptance button during sign-up, account activation, first login, or when we present updated Terms. You may also accept by accessing or using the Service. We record your acceptance electronically, including the user account, date and time stamp, the Terms version, and technical data such as IP address and device/browser. That record is evidence of your agreement. You agree that this electronic acceptance has the same effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act and the New Hampshire Uniform Electronic Transactions Act (RSA 294-E).

Authority. If you accept on behalf of a company or other legal entity, you represent and warrant that you have authority to bind it. In that case "you" means that entity. If you lack that authority, do not accept or use the Service.

Business use only. The Service is offered only for business and commercial purposes to businesses and their authorized personnel. It is not offered for personal, family or household purposes. You represent that you are using the Service for business purposes.

End Users. Your owners, employees, contractors, crew members, door hangers, sales representatives and other individuals you authorize ("End Users") may be asked to accept these Terms, or an End User version of them, before using the Service. Whether or not they do, you are responsible for every End User's compliance with these Terms and for all activity under your account.

Eligibility. You and each End User must be at least 18 years old, or the age of majority where you live if that is higher, and must not be barred from using the Service under applicable law.

2. Definitions

In plain English: The key words used throughout these Terms.

"Service" means the Banay OS software-as-a-service platform, including the web application, progressive web app, any iOS or Android applications (the "Apps"), APIs, AI features, documentation, updates and related services.

"Pilot" means the early-access, beta and pilot phase of the Service described in Section 3.

"Customer Data" means data, content and files that you or your End Users submit to the Service, including client, job, estimate, invoice, time, location, receipt, photo, audio, chat and message data.

"AI Output" means any content generated in whole or in part by artificial intelligence or automated features of the Service. It includes estimates, prices, quantities, take-offs, measurements derived from photos, labor hours, crew days, materials lists, schedules, job plans, profit and loss figures, receipt readings, categorizations, transcripts, translations, summaries, drafted messages, tasks, after-images and recommendations.

"Third-Party Services" means products, services, networks and platforms not provided by Provider. Examples include Google (Workspace, Calendar, Drive, Gmail, Play), Apple (App Store, iOS), Quo (formerly OpenPhone), Gusto, Stripe and other payment processors, xAI and other AI model providers, Bland AI, mapping and geocoding services (such as OpenStreetMap, Photon, OSRM, Nominatim and the U.S. Census geocoder), email and SMS carriers, and hosting providers.

"Fees" means the amounts payable for the Service under your 12-month service agreement (Section 12).

3. Pilot and beta program

In plain English: Banay OS is early-stage software. It may have bugs, change often, lose features, or be shut down. You use the pilot at your own risk.

The Service is offered as a Pilot. Pilot features may be experimental, incomplete, unstable or inaccurate. They may change, be suspended or be discontinued at any time, with or without notice. Some features may depend on Third-Party Services or credentials that are not yet configured.

Provider has no obligation to release any feature, to provide a generally available version, to keep any data format, or to provide support, maintenance, uptime commitments or service levels. Any support provided is at Provider's discretion.

Fees and the 12-month term are set out in Section 12 and in your 12-month service agreement.

Confidentiality of the Pilot. Non-public features, pricing, performance and documentation of the Service are Provider's confidential information. You will not disclose them to third parties, except your End Users who need to know, without Provider's written consent.

Feedback. If you provide ideas, suggestions or feedback ("Feedback"), you grant Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable license to use and exploit it for any purpose, with no obligation or attribution to you.

4. License grant, restrictions and ownership

In plain English: You get a limited right to use the software for your business while these Terms are in effect. We own the software. You may not copy it, resell it, reverse-engineer it, or build a competing product from it.

License. Subject to these Terms and payment of the Fees, Provider grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term, to access and use the Service, and to install and use the Apps on devices owned or controlled by you or your End Users, solely for your internal business operations.

Restrictions. You will not, and will not permit anyone to: (a) copy, modify, translate or create derivative works of the Service; (b) reverse engineer, decompile, disassemble or try to discover source code, models, prompts, pricing logic, algorithms or non-public APIs, except to the limited extent applicable law expressly permits despite this restriction; (c) sell, resell, rent, lease, sublicense, white-label, time-share or otherwise make the Service available to third parties, except End Users; (d) use the Service or any information about it to build or benchmark a competing product; (e) remove proprietary notices; (f) bypass or interfere with security, access controls, role permissions, rate limits or usage restrictions; (g) scrape, crawl or use automated means to access the Service except through APIs Provider documents and authorizes; or (h) use the Service in violation of law or Section 13.

Ownership. The Service, including all software, code, AI prompts and configurations, pricing engines, models, designs, workflows, templates, documentation, trademarks, logos (including Banay OS) and all improvements and derivatives, belongs to Provider and its licensors and is protected by intellectual property laws. All rights not expressly granted are reserved. No implied licenses are granted.

No source code. The Service is provided as a hosted service. Nothing in these Terms entitles you to receive source code or object code, except the App binaries distributed through app stores for use under this license.

5. Accounts, roles and security

In plain English: Keep your passwords safe. You decide who on your team can see what. You are responsible for everything done under your account.

You are responsible for (a) the accuracy of your account information; (b) creating, assigning and removing End User accounts and roles, including Owner, Sales, Admin, Crew and Door Hanger permissions; (c) keeping credentials confidential and requiring strong, unique passwords; (d) promptly removing access for departed personnel; and (e) all activity under your accounts, whether or not authorized by you.

Role-based visibility features (for example, hiding prices or pay from crew) are tools to help you. They are not a guarantee. You are responsible for configuring them correctly and for reviewing what each role can see.

Who you invite. Owners and anyone they allow to invite people (for example an Admin) may invite crew members, subcontractors and others by email, by a link, or by a text the inviter sends from their own phone. You are responsible for who you invite and for every person who joins through your invite or link: for choosing the right role and access for them, for having permission to contact them, for any notice or consent the law requires before they use the Service (including the crew location notice), and for removing access promptly when someone should no longer have it. Invite texts and emails you send from your own phone or email account are your messages, and you are the sender. Invite links are for the person you send them to. Do not post them publicly. People who join through an invite are End Users under your account and do not need their own paid plan.

Sign-up verification. Provider may require a new company to complete a paid checkout and to verify the owner's email address and mobile phone number before the account opens, and may ask an End User to verify a phone number or email address for account security. Before any code is sent, the sign-up screen shows this consent next to an unticked box, and by ticking it you agree to it: "Text me a verification code. I agree that Banay OS may send one-time verification and account-security texts to this number. No marketing texts. Up to 5 texts for this sign-up. Message and data rates may apply. Reply STOP to opt out, HELP for help." These codes are used only for verification and account security, never for marketing. Phone verification is required to open a new company account. You must give your own number, or a number you are authorized to use. Provider may refuse, hold or close any sign-up it cannot verify.

Notify Provider promptly at dom@doms-workshop.com if you suspect unauthorized access. Provider is not liable for any loss arising from unauthorized use of your credentials.

6. AI features and AI Output: informational only

In plain English: The AI can be wrong. Every estimate, price, quantity, measurement, labor figure, schedule, translation and P&L the app produces is a draft for you to check. You review and approve it before you use it. You are solely responsible for what you bid, sign, charge, build and send. We work hard to make it accurate, but we don't guarantee it.

Nature of AI Output. The Service uses artificial intelligence, machine learning, large language models, speech-to-text, image analysis and other automated systems, including models operated by Third-Party Services. AI Output is generated probabilistically. It may be inaccurate, incomplete, outdated, inconsistent, biased, or not suited to your job, market, materials, codes, site conditions or client. AI Output may look confident and still be wrong.

Informational only. All AI Output is provided for informational and drafting purposes only. It is not professional, engineering, architectural, legal, tax, accounting, insurance, payroll, employment or financial advice. It is not a substitute for your own professional judgment, a site inspection, measurements, code review, supplier quotes, or advice from licensed professionals.

You must independently verify. Before you rely on, send, sign or act on any AI Output, you must independently review and verify it. This includes every estimate, line item, price, markup, margin, tax, quantity, take-off, dimension, measurement derived from photos or annotations, labor hour, crew-day count, material, schedule, plan step, receipt amount and category, job cost, profit and loss figure, transcript and translation. You are solely responsible for:

Translations and transcripts. Machine translations (including of chat messages, voice notes, notifications and the user interface in Portuguese and Spanish) and transcriptions may be inaccurate. For safety-critical, contractual, legal or employment communications, confirm the meaning with the speaker or a qualified human translator.

Automated actions. Some AI features can create, update or move records, such as tasks, calendar entries, time records, job plans, receipt filings and job assignments. Undo, approval and audit features are offered as conveniences. They are not guarantees. You are responsible for reviewing automated actions and for configuring which actions require approval.

AI-generated images. "After" images and concept renderings are illustrations, not representations of the finished work. If you show them to clients, you are responsible for labeling them as illustrations.

No liability for AI Output. To the fullest extent permitted by law, Provider has no liability for any loss arising from AI Output or from your reliance on it. This includes underbids, overbids, lost jobs, lost profit, cost overruns, material shortages, scheduling errors, mistranslations, and disputes with clients, crews or suppliers.

Estimates, templates and calculators: no guarantee of accuracy. We work hard to make Banay OS accurate and useful, but, to the fullest extent permitted by law, Provider does not guarantee that any estimate, price, line item, quantity, take-off, coverage rate, labor figure, markup, margin, schedule, job cost, profit-and-loss figure or other number the Service drafts, calculates, suggests or fills in (including phase templates, "typical" values, "Let AI estimate" values and calculators) is accurate, complete, current or right for your job, market, materials, codes or client. They are starting points for your own review, not quotes, bids or professional opinions. You are responsible for every price you or your End Users send, whether or not the Service drafted it.

You review and approve before use. You must review and approve anything the Service drafts, calculates or suggests before you send it to a client, sign it, file it, or use it to pay or bill anyone. You, not Provider, decide what to send, sign, charge, file and pay.

"AI draft. Review before sending." Estimates and other documents the AI drafts may show the label "AI draft. Review before sending." The label is a reminder. It is not a review and does not mean anyone checked the draft. You are responsible for reviewing, correcting and approving every AI draft before you send, sign or rely on it, whether or not it shows the label.

Banay support · AI assistant. Banay OS may offer in-app support from an AI assistant, shown as "Banay support · AI assistant" (when available). It is an AI system, not a person. Its answers can be wrong, incomplete or out of date, so check them before you act on them, especially on billing, payroll, tax, legal or safety questions. To answer you, it uses only your company's own data that the person asking is allowed to see, plus Provider's general help content. It does not use other companies' data. If the assistant fixes something for you automatically (for example re-running a sync, re-filing a receipt or repairing a setting), each fix is recorded in your company's activity log with what changed and when, and you can ask Provider about any fix. To the fullest extent permitted by law, Provider does not guarantee that any answer is correct, that any fix will work, or that support will be available at any particular time. The assistant's answers are AI Output, and the rest of this Section 6 applies to them.

Ownership of AI Output. As between you and Provider, and to the extent Provider has any rights, you own AI Output generated from your Customer Data, subject to Provider's rights in the Service and Section 8. Provider makes no representation that AI Output is protected by copyright or is unique. Similar output may be generated for others.

7. Your responsibilities: your clients, crews, compliance, licensing, employment, payroll and tax

In plain English: You run your business, and we just provide software. You are responsible for your clients, workers, licenses, permits, contracts, payroll, taxes, insurance and following the law, including getting any consent needed to track location, record voices, or text and email people.

You are solely responsible for your business and for your use of the Service in compliance with all applicable laws, regulations, codes and third-party terms. Without limitation, you are solely responsible for:

Tax, write-off, mileage and receipt tracking. The Service tracks receipts, expenses, mileage, hours and categories so your records are ready for tax time. That is record-keeping and general education only. It is not tax advice, and Banay OS doesn't give tax advice. Talk to a CPA or other qualified tax professional before you claim a deduction or file. To the fullest extent permitted by law, Provider does not guarantee that any receipt, expense, mile, category or other item is deductible or correctly categorized, that any record meets IRS or state substantiation or record-keeping rules, or any tax result, including any deduction, refund, savings, or avoided tax, interest or penalty. You and your own tax professional decide what to claim and file.

Provider does not supervise, direct or control your work, workers or clients, and is not your employer, joint employer, agent, partner or fiduciary.

8. Your data: ownership and license

In plain English: Your business data is yours. You let us host it, process it, and use it to run and improve the service. We can use de-identified, aggregated data. You are responsible for having the right to upload it and for keeping your own backups.

Ownership. As between you and Provider, you retain ownership of Customer Data.

License to Provider. You grant Provider and its service providers a worldwide, non-exclusive, royalty-free license, during the term and for the period needed afterward, to host, copy, store, transmit, process, analyze, display, translate, transcribe and otherwise use Customer Data to (a) provide, maintain, secure and support the Service; (b) perform AI features, including by sending Customer Data to AI model providers and other Third-Party Services you use or enable; (c) prevent fraud and abuse; (d) comply with law; and (e) improve and develop the Service.

Aggregated and de-identified data. Provider may create and use aggregated, de-identified or anonymized data derived from Customer Data and usage of the Service (for example, statistics, benchmarks, pricing trends and model and prompt improvements) for any lawful purpose, during and after the term, provided that the data does not identify you, your End Users or any individual.

Usage data. Provider owns usage, telemetry, diagnostic and performance data about the Service.

Your warranties. You represent and warrant that you have all rights, notices and consents needed to submit Customer Data and to allow Provider to process it as described in these Terms and the Privacy Policy, and that Customer Data and its processing do not violate law or third-party rights.

Backups are your responsibility. Provider may make backups for its own operational purposes, but it does not guarantee that Customer Data will be preserved or recoverable. You are responsible for keeping independent backups and exports of Customer Data, for example using the Service's Google Drive filing and export features or your own systems.

Export and deletion. During the term, you may export Customer Data using the export features in the Service. When the Agreement ends (including at the End Date without a new agreement), the account becomes read-only and Customer Data stays available for export for 30 days. After that, Provider may delete it, subject to backup cycles and legal retention requirements. Provider has no obligation to retain Customer Data after that period.

9. Privacy

In plain English: Our Privacy Policy explains what personal information we collect and how we use it. It is part of these Terms.

Provider's collection and use of personal information is described in the Banay OS Privacy Policy (https://use.banay.app/privacy), which is incorporated into these Terms by reference. For personal information contained in Customer Data, you are the business or controller and Provider acts as your service provider or processor, processing it on your behalf and according to your instructions as expressed in these Terms and your use of the Service. If applicable law requires a data processing agreement, the parties will enter into Provider's standard form on request.

AI and aggregated data. Section 8 lets Provider create and use aggregated and de-identified data. This does not include data received from Google APIs, and we don't use Customer Data to train generalized AI models. See "AI processing" in the Privacy Policy.

10. Security, data loss and breaches

In plain English: We use reasonable security measures, but no system is perfectly secure. We are not responsible for data loss or breaches that happen despite reasonable measures, or that are caused by you, your users, or third parties.

Provider will use commercially reasonable administrative, technical and physical safeguards designed to protect Customer Data, appropriate to the nature of the Pilot. You acknowledge that no method of transmission or storage is completely secure, and that the internet, mobile networks and devices are inherently insecure.

To the fullest extent permitted by law, Provider is not responsible or liable for any loss, corruption, deletion, unavailability, unauthorized access, disclosure or alteration of Customer Data, or any security incident, except to the extent directly caused by Provider's failure to use reasonable security measures. Even then, liability is subject to Sections 16 and 17. Provider is not responsible for incidents caused or contributed to by you, your End Users, your devices, your credentials, your networks, Third-Party Services, or events beyond Provider's reasonable control.

If Provider confirms a security breach affecting your personal information in Customer Data, it will notify you without unreasonable delay as required by applicable law and provide reasonably available information to help you meet your own notification obligations. Notifying your clients, End Users and regulators is your responsibility unless the law requires otherwise.

11. Third-party services and integrations

In plain English: Banay OS connects to other companies' services, such as Google, Quo, Apple, Stripe, Gusto, AI providers and maps. We do not control them and are not responsible for them. Their own terms apply.

The Service may interoperate with Third-Party Services. Your use of each Third-Party Service is governed by that provider's terms and privacy policy. You are responsible for complying with them and for any fees they charge. By connecting a Third-Party Service, you authorize Provider to access and exchange data with it on your behalf, within the permissions you grant.

Provider does not control and is not responsible for Third-Party Services. This includes their availability, accuracy, security, data handling, pricing, API changes, policy changes, rejection or removal of the Apps, suspension of your accounts, or discontinuation of integrations. Provider makes no warranty about Third-Party Services and has no liability for any loss arising from them. Integrations may stop working at any time without liability.

Payments. Payment features are provided by third-party payment processors (such as Stripe). Provider is not a bank, money transmitter, payment processor or escrow agent, does not hold your funds, and is not responsible for payment processing, failed or delayed payouts, fees, refunds, disputes, chargebacks, fraud, or the processor's decisions. You must accept the processor's terms to use those features.

Google user data. If you connect Google services, Provider's use of information received from Google APIs will comply with the Google API Services User Data Policy, including the Limited Use requirements.

12. Term, fees and payment

In plain English: Banay OS is sold as a 12-month agreement: $500 a month (12 monthly payments) or $5,000 a year paid up front, plus any tax. You can't cancel early just because you change your mind. Nothing renews automatically: the agreement ends after 12 months, and to keep going you sign a new 12-month agreement.

12-month agreement. The Service is sold under a 12-month service agreement that you sign electronically at sign-up (the "Agreement"), made up of its Key Terms, Order Form and these Terms. The Initial Term is 12 months from the day you sign (or, if a free trial applies, from the day the trial ends). This is not a month-to-month plan: you can't cancel early just because you change your mind. The Agreement ends at the end of the Initial Term (its "End Date") and does not renew automatically.

Fees. You choose one billing option at sign-up:

Fees are in U.S. dollars and are charged to the card or payment account you give at sign-up (or any replacement you add in Billing). You pay for the features that are live in the app. Features marked "coming soon" are not part of what you pay for, and the price does not depend on them.

How it ends. (1) Automatically on the End Date. No notice is needed. (2) By you, before the End Date, only if Provider materially breaches the Agreement and does not fix it within 30 days after your written notice. Then Provider refunds any prepaid Fees for the unused period (for annual billing, the unused part of the annual payment), and you owe nothing more for the rest of the term. (3) By Provider, for non-payment or a serious breach of these Terms, or as Section 19 allows. You cannot cancel before the End Date for convenience. Otherwise, the monthly payments for the full 12 months stay due on their regular due dates, and the annual payment is not refunded, except where the law requires otherwise. Closing your account or stopping use of the Service does not end the Agreement or the Fees due under it.

No automatic renewal; continuing. The Agreement does not renew automatically and does not continue month to month. Provider never charges you for any period after the End Date unless you sign a new 12-month agreement. To keep using the Service, you sign a new 12-month agreement, whose terms and price are shown to you before you sign. As a courtesy, Provider reminds the account owner by email and in-app notice 30 days, 14 days and 1 day before the End Date. Reminders are a courtesy; the Agreement ends on the End Date whether or not a reminder is received. If you don't sign a new agreement, the account becomes read-only on the day after the End Date, and Section 8 (export and deletion) applies.

Failed payments. If a payment fails, Provider emails you a link to update your card and the card is retried automatically; the app keeps working. If the balance is still unpaid 14 days after the failed payment, the account becomes read-only until it is paid. Nothing is deleted, and you can export your data at any time, even while it is read-only. Amounts that are due stay due.

Taxes. You are responsible for all taxes, duties and levies related to your purchase, other than taxes on Provider's net income.

Price for a new agreement. Fees never change during your Initial Term. The Fees for any new 12-month agreement are the ones stated in that agreement, shown to you before you sign.

The Agreement controls. If this Section and the Agreement's Key Terms or Order Form differ, the Key Terms and Order Form control.

13. Acceptable use

In plain English: Use Banay OS lawfully and fairly. No spam, harassment, illegal tracking, hacking, or uploading things you do not have rights to.

You and your End Users will not use the Service to: (a) violate any law or third-party right; (b) send unsolicited, deceptive or unlawful messages, robocalls or spam; (c) track, record or monitor any person without required notice or consent, or stalk or harass anyone; (d) upload malware or harmful code; (e) probe, scan, overload or attack the Service or its infrastructure, or interfere with other customers; (f) upload content that is unlawful, defamatory, obscene, discriminatory or infringing, or sensitive data the Service is not designed for (such as payment card numbers outside the payment processor's checkout, Social Security numbers, health records or government ID numbers), except as a feature expressly requests; (g) misrepresent AI Output as human professional advice or certified measurements; (h) use the AI features to generate unlawful, harmful or deceptive content, or to evade safety features; (i) engage in discriminatory pricing, hiring or service practices; or (j) help anyone else do any of the above. Provider may investigate violations, remove content, and cooperate with law enforcement.

14. Availability, changes and support

In plain English: We do not promise the app will always be up. We may change, limit or remove features at any time.

The Service may be unavailable, slow or interrupted because of maintenance, updates, outages, Third-Party Services, network problems, attacks or other causes. Provider makes no uptime commitment and has no liability for downtime, delays, lost connectivity, failed syncs, delayed notifications, or offline data that fails to upload. Provider may modify, add, suspend or remove any feature, impose usage limits, or change the Service at any time. Offline and queued features (for example offline clock-ins or photos) depend on your device and may fail. You are responsible for confirming that critical actions were recorded.

15. Disclaimer of warranties

In plain English: The service is provided "as is" and "as available". We work hard on it, but we make no promises about it, including that it will work, be accurate, or fit your needs, or that you will get any result from it. Estimates, tax and mileage records, and lessons are tools and general information, not advice.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE APPS, ALL AI OUTPUT, ALL THIRD-PARTY SERVICES, AND ALL CONTENT AND MATERIALS ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS", WITHOUT WARRANTY OF ANY KIND. PROVIDER, ON BEHALF OF ITSELF, ITS AFFILIATES, LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST, OR THAT ANY AI OUTPUT, ESTIMATE, PRICE, QUANTITY, MEASUREMENT, LABOR FIGURE, SCHEDULE, TRANSLATION, TRANSCRIPT OR FINANCIAL FIGURE WILL BE ACCURATE, RELIABLE OR SUITABLE FOR ANY PURPOSE.

Banay School and other educational content. Banay School lessons, guides, checklists, templates, videos, tips and support answers (for example on forming an LLC, banking, bookkeeping, pricing, margin, mileage, insurance, hiring or running a trades business) are general education only. They are not legal, tax, accounting, insurance, employment or financial advice, may be out of date, and may not fit your state, trade or situation. Talk to your own attorney or CPA before you act on them. To the fullest extent permitted by law, Provider does not guarantee any result from using them.

No guarantee of results. We work hard on the Service, but, to the fullest extent permitted by law, Provider does not guarantee any outcome from using the Service, including that you will win any job, make any profit, save any money or time, reduce any tax, or avoid any dispute, fine or penalty.

This applies to every part of the Service. To the fullest extent permitted by law, this Section 15 and Sections 16 through 18 apply to every part of the Service, including estimates, AI Output, phase templates, calculators, tax, mileage and receipt tracking, time, payroll and job-cost figures, Banay School and other educational content, and support.

No advice or information, whether oral or written, obtained from Provider or through the Service creates any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the exclusions apply to the fullest extent permitted, and any warranty that cannot be excluded is limited to the shortest period permitted by law.

16. Limitation of liability

In plain English: If something goes wrong, the most we will owe you in total is what you actually paid us in the 12 months before the problem. Some laws don't allow this limit in every case; where they don't, it applies as far as the law allows.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF PROVIDER AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS (THE "PROVIDER PARTIES") FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, THE APPS OR ANY AI OUTPUT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, WARRANTY OR OTHERWISE, WILL NOT EXCEED THE FEES YOU ACTUALLY PAID TO PROVIDER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Exceptions. Sections 16 and 17 do not limit (a) your payment obligations; (b) either party's indemnification obligations; (c) liability for gross negligence, willful misconduct or fraud; (d) liability for death or bodily injury caused by negligence; or (e) any liability that cannot be limited by law.

The existence of more than one claim does not enlarge this limit. These limitations apply even if a remedy fails of its essential purpose and even if Provider was advised of the possibility of the damages. They are an essential basis of the bargain. Provider would not offer the Service, especially as a Pilot, without them.

17. Exclusion of consequential and other damages

In plain English: We are not responsible for indirect losses, such as lost profits, lost jobs, lost data, or business interruption.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY PROVIDER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, BIDS, CLIENTS, GOODWILL OR ANTICIPATED SAVINGS; COST OVERRUNS; COSTS OF REWORK, DELAY OR SUBSTITUTE GOODS OR SERVICES; LOSS, CORRUPTION OR UNAVAILABILITY OF DATA; BUSINESS INTERRUPTION; WAGE, PAYROLL OR TAX PENALTIES; OR REGULATORY FINES, IN EACH CASE ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, THE APPS, AI OUTPUT OR THIRD-PARTY SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Where the law limits these terms. Some states and courts limit or do not enforce warranty disclaimers, hold-harmless and indemnity clauses, and limits of liability, for example for a party's own negligence, for fines or penalties, or for consumers and sole proprietors. Nothing in these Terms excludes or limits any right or liability that cannot be excluded or limited by law. In those cases, Sections 15 through 18 apply to the maximum extent permitted by law, the Provider Parties' liability is limited to the minimum amount permitted by law, and the rest of these Terms stays in effect.

18. Indemnity and hold harmless

In plain English: If your business, your workers, your clients, or how you use the app or its estimates, tax records or lessons cause a claim against us, you will defend us and cover the costs. This does not cover claims caused by our own gross negligence, willful misconduct or fraud, our own security or data breach, or the app itself infringing someone's rights.

To the fullest extent permitted by law, you will defend, indemnify and hold harmless the Provider Parties from and against any and all claims, demands, suits, proceedings, investigations, losses, damages, liabilities, judgments, settlements, fines, penalties, costs and expenses (including reasonable attorneys' fees and expert costs) arising out of or relating to: (a) your or your End Users' use or misuse of the Service or AI Output; (b) Customer Data, including any claim that it or its processing infringes or violates rights or law; (c) your bids, estimates, prices, contracts, invoices, work, workmanship, job sites, projects, products or services; (d) your relationships and disputes with your clients, End Users, employees, contractors, crews, door hangers, suppliers and subcontractors; (e) employment, wage-and-hour, worker-classification, payroll, tax, safety, licensing, permitting or insurance matters; (f) location tracking, recording, messaging or marketing you conduct through the Service; (g) your breach of these Terms or violation of law or third-party rights; (h) your use of Third-Party Services; or (i) your or your End Users' reliance on any estimate, price, AI Output, calculation, tax, mileage, receipt, time or payroll record, or Banay School or other educational content, including any price you or your End Users send to a client.

Carve-out. You have no duty under this Section to the extent a claim is caused by (i) Provider's gross negligence, willful misconduct or fraud; (ii) Provider's own breach of its security or data obligations under these Terms or under law; or (iii) a claim that the Service itself, as provided by Provider, infringes someone's intellectual property.

Procedure. Provider will (a) notify you of a claim promptly in writing (a delay only reduces your duty to the extent the delay actually harmed the defense); (b) let you control the defense with counsel reasonably acceptable to Provider; and (c) reasonably cooperate at your cost. Provider may join with its own counsel at its own cost. You will not settle any claim in a way that admits fault for a Provider Party, imposes a duty on it, or does not fully release it, without Provider's prior written consent. Your obligations under this Section survive termination.

19. Suspension and termination

In plain English: We can suspend or limit access for misuse, non-payment or risk. How your 12-month agreement ends, and what stays due, is in Section 12.

By you. You cannot end these Terms or the Agreement before the End Date for convenience. They end automatically on the End Date, with no notice needed. You may end them early only if Provider materially breaches the Agreement and does not fix it within 30 days after your written notice. Stopping use of the Service or closing your account does not end the Agreement or the Fees due under it. Prepaid Fees are not refunded except as Section 12 says or where the law requires.

By Provider. Provider may suspend or limit access for you or any End User immediately, with or without notice, if Provider reasonably believes there is a breach of these Terms, non-payment, a security or legal risk, harm to the Service or others, or a requirement of a Third-Party Service or law. Provider may end these Terms as Section 12 allows (non-payment or a serious breach), and immediately for illegality or a serious security or legal risk. If Provider stops offering the Service before your term ends for any other reason, it gives you at least 15 days' notice, refunds any prepaid Fees for the unused period, and no further Fees are due.

Effect. On termination, all licenses end, you must stop using the Service and delete the Apps, and Section 8 (export and deletion) applies. Sections 3 (Confidentiality and Feedback), 4 (Ownership and Restrictions), 6 through 8, 10, 11, and 15 through 30, plus any accrued payment obligations, survive.

20. Informal dispute resolution

In plain English: Before filing any claim, talk to us first. We each get 30 days to try to fix it.

Before starting arbitration or a small-claims case, the claiming party must send the other a written Notice of Dispute that describes the claim and the relief sought. Notices to Provider go to dom@doms-workshop.com or by mail to Dom's Workshop, Inc., 252 Daniel Webster Hwy, Suite 1185, Nashua, NH 03060. The parties will try in good faith to resolve the dispute informally for 30 days after the notice is received, including by a telephone or video conference if either party requests one. Any limitations period is tolled during this 30-day period.

21. Binding individual arbitration, class action waiver and jury waiver

In plain English: If we cannot resolve a dispute, a neutral arbitrator decides it, not a judge or jury, and only for you individually, not in a class action. Small-claims cases are allowed. You can opt out of arbitration within 30 days of first accepting.

Agreement to arbitrate. Except as provided below, any dispute, claim or controversy between you (or your End Users claiming through you) and any Provider Party arising out of or relating to these Terms, the Service, the Apps, AI Output or the relationship between the parties, whether in contract, tort, statute or otherwise, and whether arising before or after acceptance (a "Dispute"), will be resolved exclusively by final and binding individual arbitration. This Section is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

Rules and forum. Arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If AAA determines that you are a consumer, its Consumer Arbitration Rules apply instead. A single neutral arbitrator will decide the Dispute. Unless the parties agree otherwise, the hearing will take place in Rockingham County, New Hampshire, or by video conference. For claims of $25,000 or less, the arbitration may be conducted on written submissions only, at the claimant's option. The arbitrator may award any individual relief that a court could award, applying these Terms, including the limitations in Sections 16, 17 and 23. Judgment on the award may be entered in any court of competent jurisdiction.

Costs. Arbitration filing, administration and arbitrator fees are allocated under AAA rules. Attorneys' fees and legal costs follow "Attorneys' fees and costs" below. If you show that arbitration costs would be prohibitive compared with litigation, Provider will pay as much of your filing and arbitrator fees as the arbitrator finds necessary to prevent that.

Attorneys' fees and costs. If either party starts a lawsuit, arbitration or other legal proceeding arising out of or relating to these Terms, the Agreement or the Service, including to collect Fees, and Provider is the prevailing party, you will pay all of Provider's reasonable attorneys' fees and legal costs. That includes court and arbitration costs, expert and witness fees, collection costs, and fees on any appeal and in enforcing any judgment or award. If you are the prevailing party, Provider will pay yours on the same basis. The arbitrator or court decides who prevailed and what is reasonable.

Delegation. The arbitrator has exclusive authority to resolve any question about the interpretation, applicability, enforceability or formation of this arbitration agreement. However, a court will decide questions about the class action waiver below, the small-claims and IP exceptions, and the mass-filing provisions.

Exceptions. (a) Either party may bring an individual action in small-claims court (for example, the New Hampshire Circuit Court small claims session) if the claim qualifies and stays there on an individual basis. (b) Either party may seek injunctive or equitable relief in court to protect its intellectual property, confidential information or the security of the Service, or to stop unauthorized use. (c) Collection actions by Provider for unpaid Fees may be brought in court.

Class action waiver. YOU AND PROVIDER AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may not consolidate claims of more than one party or preside over any form of class or representative proceeding, and may award relief only to the individual party seeking it, to the extent needed for that party's individual claim. If this class action waiver is found unenforceable as to any claim or form of relief, that claim or relief (and only that claim or relief) will be severed and decided by a court under Section 22 after the individual arbitration is complete, and the rest of this Section still applies.

Mass filings. If 25 or more similar Disputes are filed against Provider by or with the help of the same or coordinated counsel, the Disputes may be administered in staged batches under AAA's mass-arbitration procedures. Limitations periods are tolled for Disputes in later batches. A court may enforce this provision.

Jury trial waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND PROVIDER EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY in any Dispute, including any Dispute that proceeds in court for any reason.

30-day opt-out. You may opt out of this arbitration agreement (but not the rest of these Terms) by sending written notice within 30 days after you first accept these Terms. Send it by email to dom@doms-workshop.com with the subject "Arbitration Opt-Out". The notice must include your business name, account email, the name of the person sending it, and a clear statement that you opt out of arbitration. Opting out does not affect any other part of these Terms, including the jury waiver, the class waiver (to the extent enforceable in court), venue and the claims deadline. If you opt out, Disputes will be resolved in court under Section 22.

Changes. If Provider changes this Section after you accept, you may reject the change by notice within 30 days of it taking effect. Your most recently accepted version of this Section will then continue to apply. Changes never apply to a Dispute already noticed or pending.

22. Governing law and venue

In plain English: New Hampshire law governs these Terms. Any court case that is allowed goes to courts in Rockingham County, NH.

These Terms and any Dispute are governed by the laws of the State of New Hampshire, without regard to its conflict-of-laws rules, and by applicable U.S. federal law, including the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. For any Dispute that is not arbitrated, the parties consent to the exclusive jurisdiction and venue of the state courts located in Rockingham County, New Hampshire, and, where federal jurisdiction exists, the United States District Court for the District of New Hampshire. Each party waives any objection based on inconvenient forum.

23. Time limit to bring claims

In plain English: You must bring any claim within 1 year, or you lose it.

To the fullest extent permitted by law, any Dispute or cause of action you have arising out of or relating to these Terms, the Service, the Apps or AI Output must be commenced (by filing a demand for arbitration, or a small-claims or court action where permitted) within one (1) year after the claim or cause of action accrues. Otherwise it is permanently barred. Tolling under Sections 20 and 21 applies.

24. Changes to these Terms

In plain English: We may update these Terms. For important changes, we will give notice and may ask you to accept again. If you keep using the app, you accept the update.

Provider may modify these Terms at any time. Provider will post the updated Terms with a new version number and effective date. For material changes, Provider will give at least 30 days' notice by email, in-app notice or on login, and may require you to re-accept through the clickwrap process before continued use. Changes take effect on the stated effective date. Changes required by law or for security may take effect immediately. Your continued use of the Service after the effective date, or your re-acceptance, constitutes acceptance. If you do not agree, you must stop using the Service. Except as stated in Section 21, changes do not apply retroactively to Disputes that arose before the change was posted. Provider keeps a record of each version and of each acceptance.

25. App store terms (Apple and Google)

In plain English: If you download our app from Apple's App Store or Google Play, these extra terms apply. Apple and Google are not responsible for our app; we are.

Apple. If you download an App from the Apple App Store, the following terms apply in addition to these Terms, and they control if they conflict:

1. These Terms are concluded between you and Provider only, not with Apple Inc. ("Apple"). Provider, not Apple, is solely responsible for the App and its content.

2. Your license to the App is limited to a non-transferable license to use the App on Apple-branded products that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions. The App may also be accessed by other accounts associated with you through Family Sharing or volume purchasing, where applicable.

3. Provider is solely responsible for any maintenance and support of the App, as described in these Terms or as required by law. Apple has no obligation to provide any maintenance or support for the App.

4. Provider is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. If the App fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App, if any, to you. To the maximum extent permitted by law, Apple has no other warranty obligation for the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to a warranty are Provider's sole responsibility, to the extent not disclaimed in these Terms.

5. Provider, not Apple, is responsible for addressing any claims by you or any third party relating to the App or your possession and use of it. This includes (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation, including in connection with the App's use of the HealthKit and HomeKit frameworks, if any. These Terms do not limit Provider's liability to you beyond what applicable law permits.

6. If a third party claims that the App or your possession and use of it infringes that third party's intellectual property rights, Provider, not Apple, is solely responsible for the investigation, defense, settlement and discharge of the claim, to the extent required by these Terms.

7. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

8. Questions, complaints or claims about the App should be directed to: Dom's Workshop, Inc.; 252 Daniel Webster Hwy, Suite 1185, Nashua, NH 03060; (978) 775-8642; dom@doms-workshop.com.

9. You must comply with applicable third-party terms of agreement when using the App (for example, your wireless data service agreement).

10. Apple and Apple's subsidiaries are third-party beneficiaries of these Terms with respect to the App. Upon your acceptance of these Terms, Apple will have the right, and will be deemed to have accepted the right, to enforce these Terms against you as a third-party beneficiary.

Google Play. If you download an App from Google Play, you also agree to the Google Play Terms of Service. Google is not a party to these Terms and is not responsible for the App. As between Provider and Google, Provider is solely responsible for the App, its support, and any claims relating to it.

Account deletion. You may request deletion of an End User account from within the App (Settings › Account › Delete your account), at use.banay.app/delete-account, or by emailing dom@doms-workshop.com. Deletion is handled as described in the Privacy Policy and Section 8.

Device permissions. The Apps may request access to location (only while a person is clocked in or on a door-hanger shift, including in the background during that time, and, if the company turns on the mileage log, only for drives while clocked in and inside the company's work hours), camera, photos, microphone, speech recognition and notifications. You may manage permissions in your device settings, but some features will not work without them.

26. Communications and notices

In plain English: We will contact you electronically, and that counts as written notice.

You consent to receive communications from Provider electronically, including by email, in-app messages, push notifications and postings in the Service. Electronic communications satisfy any legal requirement that a communication be in writing. Provider may send notices to the email address associated with your owner account, and notices are effective when sent. You must keep that address current. Notices to Provider must be sent to dom@doms-workshop.com.

27. Assignment

In plain English: You may not transfer this agreement without our consent. We can transfer it to a successor or affiliate entity, with notice to you.

You may not assign or transfer these Terms or any rights under them, whether by operation of law, change of control or otherwise, without Provider's prior written consent. Any attempt to do so is void. Provider may assign or transfer these Terms, in whole or in part, without your consent. This includes assignment to any current or future affiliate, subsidiary or parent, to any successor entity that succeeds to the Service, or in connection with a merger, acquisition, reorganization or sale of assets. Provider will notify you of an assignment by email or in-app notice. After notice, the assignee replaces Provider for all purposes. These Terms bind and benefit the parties and their permitted successors and assigns.

28. Export, government and legal compliance

In plain English: Do not use the app in violation of export or sanctions laws.

You will comply with all U.S. export control and sanctions laws and will not use, export or re-export the Service in violation of them. If you are a U.S. government entity, the Service is "commercial computer software" and "commercial computer software documentation", and your rights are limited to those in these Terms.

29. General terms: entire agreement, severability and reformation

In plain English: These Terms (with the Privacy Policy and any order form) are the whole deal. If a court strikes out part of them, the rest still applies and the struck part is rewritten to be as close as the law allows.

Entire agreement. These Terms, the Privacy Policy and any order form or plan terms that refer to these Terms are the entire agreement between the parties about the Service. They supersede all prior or contemporaneous agreements, proposals, representations and communications, written or oral. If they conflict, these Terms control unless an order form signed by Provider expressly states that it overrides a specific section. Pre-printed or click-through terms in your purchase orders or other documents have no effect.

Severability and reformation. If any provision of these Terms is held invalid, illegal or unenforceable in any respect, that provision will be reformed and enforced to the maximum extent permissible, so that it comes as close as possible to the parties' original intent. The remaining provisions continue in full force and effect. Section 21 contains its own rule for the class action waiver.

No waiver. A failure or delay in enforcing any right is not a waiver. Waivers must be in writing and signed by Provider.

Force majeure. Provider is not liable for any delay or failure caused by events beyond its reasonable control. These include acts of God, fire, flood, storms, pandemics, war, terrorism, civil unrest, labor disputes, government action, utility, internet or hosting failures, cyberattacks, and failures or changes of Third-Party Services.

Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, employment, agency or fiduciary relationship.

Third-party beneficiaries. Except for the Provider Parties (Sections 16 through 18) and Apple (Section 25), there are no third-party beneficiaries.

Interpretation. Headings and plain-language summaries are for convenience only. They do not limit or change the legal text, and the full section text controls. "Including" means "including without limitation". These Terms will not be construed against the drafter.

Language. These Terms are written in English. Any translation (including Portuguese or Spanish) is for convenience only, and the English version controls.

30. Contact

In plain English: How to reach us.

Dom's Workshop, Inc., provider of Banay OS

252 Daniel Webster Hwy, Suite 1185, Nashua, NH 03060

(978) 775-8642 | dom@doms-workshop.com