TERMS OF SERVICE

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Last Updated: June 12, 2025

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These Terms of Service ("Terms") govern your access to and use of the online software platform, mobile applications, websites, and related services (collectively, the "Services") provided by Essential Trades Software, Inc. ("Essential," "we," "us," or "our"), a Delaware corporation with its principal place of business at 4436 Technology Drive, Fremont, California 94538 USA.

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY (A "CUSTOMER"), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY, AND "YOU" REFERS TO THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT USE THE SERVICES.

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Contact: support@withessential.com
Address: 4436 Technology Drive, Fremont, CA 94538 USA

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1. Eligibility & Account Registration

  1. Minimum Age. You must be at least 18 years old (or the age of majority in your jurisdiction, if older) to use the Services.
  2. Account Creation. To access certain features, you must create an account. You agree to provide accurate information and keep it up to date.
  3. Credentials. You are responsible for safeguarding your account credentials and for all activities under your account. Notify us immediately of any unauthorized use.

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2. Customer Agreement & Order Forms

If you or your employer have executed a separate subscription agreement, order form, or master services agreement with Essential (collectively, "Customer Agreement"), that agreement governs subscription scope (e.g., number of users, modules) and prevails over any conflicting term herein.

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3. Subscription Plans & Payment

  1. Fees. Fees and billing terms are specified in the Customer Agreement or the pricing page presented at checkout.
  2. Invoicing & Payment. Unless stated otherwise, fees are due within 30 days of invoice. Late payments may incur finance charges at the lesser of 1.5% per month or the maximum rate permitted by law.
  3. Taxes. Fees exclude taxes. You are responsible for all sales, use, value‑added, or other taxes, except taxes on our net income.

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4. License & Intellectual Property Rights

  1. License Grant. Subject to these Terms and timely payment of fees, Essential grants you a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable right to access and use the Services solely for Customer’s internal business purposes.
  2. Reservation of Rights. Except for the limited license above, Essential retains all rights, title, and interest in and to the Services, including all intellectual‑property rights.

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5. Acceptable Use

You agree NOT to:

  • Copy, modify, or create derivative works of the Services;
  • Reverse engineer, decompile, or attempt to discover source code;
  • Sell, sublicense, or otherwise transfer the Services to a third party;
  • Use the Services to build a competing product or service;
  • Interfere with or disrupt the integrity or performance of the Services;
  • Use the Services to transmit viruses, malware, or infringing, defamatory, or unlawful content;
  • Violate applicable laws or regulations.

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6. User Content

  1. Definition. "User Content" means data, text, images, and other material uploaded or submitted by you.
  2. Ownership. As between you and Essential, you retain all rights in your User Content.
  3. License to Essential. You grant Essential a worldwide, non‑exclusive license to host, copy, process, and display User Content as necessary to provide the Services and as otherwise permitted in our Privacy Policy (incorporated by reference).

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7. Third‑Party Services & Integrations

The Services may interoperate with third‑party products (e.g., QuickBooks Online, Slack). Your use of third‑party services is subject to their terms, and Essential is not responsible for third‑party products.

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8. Beta Features

We may offer beta or preview features ("Beta Services"). Beta Services are provided "AS IS" without warranty, may be discontinued at any time, and may be subject to additional terms.

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9. Data Privacy & Security

Our collection and use of personal information are described in the Privacy Policy. You acknowledge that you have read the Privacy Policy and agree that Essential may process personal information in accordance with it.

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10. Confidentiality

Both parties agree to protect Confidential Information of the other party with reasonable care and to use it only for purposes of performing under these Terms.

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11. Warranties & Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ESSENTIAL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR SECURE.

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12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ESSENTIAL AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUES, OR DATA. IN NO EVENT WILL ESSENTIAL’S TOTAL LIABILITY EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM.

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13. Indemnification

You agree to indemnify and hold Essential harmless from any claim arising out of (a) your breach of these Terms, (b) your User Content, or (c) your violation of applicable law.

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14. Termination

  1. By You. You may stop using the Services at any time.
  2. By Essential. We may suspend or terminate your access for breach or if required by law.
  3. Effect of Termination. Upon termination, your right to use the Services ceases, and Sections 4–18 survive.

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15. Modifications

We may modify these Terms by posting an updated version. Material changes will be notified via the Services or email. Continued use after the effective date constitutes acceptance.

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16. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of California without regard to conflict‑of‑law principles. Any dispute will be resolved exclusively in the state or federal courts located in Santa Clara County, California, and each party submits to such jurisdiction.

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17. Export Compliance

You may not use or export the Services in violation of U.S. export laws or regulations.

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18. Miscellaneous

  • Entire Agreement. These Terms, the Customer Agreement, and any referenced policies constitute the entire agreement and supersede prior agreements.
  • Assignment. You may not assign these Terms without Essential’s written consent. Essential may assign freely.
  • Force Majeure. Essential is not liable for delays beyond its reasonable control.
  • Waiver & Severability. Failure to enforce a provision is not a waiver; unenforceable provisions will be replaced with valid terms reflecting original intent.

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For questions, please contact support@withessential.com.

© 2025 Essential Trades Software, Inc. All rights reserved.

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