Terms of Service

These Terms of Service ("Terms") constitute a binding agreement between Grounds Manager, Inc. ("Grounds Manager," "we," "us," or "our") and you, on behalf of yourself and any legal entity on whose behalf you access or use the Services (collectively, "Customer" or "you"). By creating an account, accessing the Site, or using the Services, you agree to be bound by these Terms. If you do not agree, you may not access or use the Services.

• "Services" means the Grounds Manager software-as-a-service application, mobile applications, integrations, application programming interfaces, documentation, and related products made available by Grounds Manager.
• "Authorized User" means an employee, contractor, or agent of Customer to whom Customer grants access to the Services.
• "Customer Data" means data, content, or information submitted to the Services by or on behalf of Customer.
• "Subscription" means the right to access and use the Services during the applicable subscription term as set forth in an order, online sign-up, or other purchase document.

To use the Services, Customer must create an account and provide accurate, current, and complete information. Customer is responsible for safeguarding account credentials and for all activities that occur under its account. Customer represents that it is at least eighteen (18) years of age and has the legal authority to enter into these Terms.

Subscription fees are charged in accordance with the plan selected by Customer at sign-up or in an applicable order. Unless otherwise specified, fees are billed in advance on a monthly or annual basis, are non-refundable except as expressly provided herein, and are exclusive of applicable taxes.

Customer authorizes Grounds Manager and its payment processor to charge the payment method on file for all amounts due. If a payment fails, Grounds Manager may suspend or terminate access to the Services after notice and an opportunity to cure. Grounds Manager may modify fees upon at least thirty (30) days' prior notice, effective at the start of the next renewal term.

Subscriptions automatically renew for successive terms equal in length to the prior term unless cancelled by Customer prior to the renewal date.

Subject to these Terms and Customer's timely payment of fees, Grounds Manager grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services solely for Customer's internal business purposes.

Customer shall not, and shall not permit any Authorized User or third party to:

• copy, modify, distribute, sell, lease, or sublicense any part of the Services;
• reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent permitted by applicable law;
• use the Services to develop a competing product or service;
• interfere with or disrupt the integrity or performance of the Services;
• access the Services in order to monitor availability, performance, or functionality for benchmarking purposes; or
• use the Services in violation of any applicable law or third-party right.

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Grounds Manager a non-exclusive, worldwide license to host, copy, transmit, and display Customer Data solely as necessary to provide and improve the Services and to comply with applicable law. Customer represents and warrants that it has all rights and consents necessary to submit Customer Data to the Services and that its submission and use of Customer Data does not violate any third-party right or applicable law.

The Services may interoperate with third-party products and services (for example, accounting platforms, payment processors, mapping providers, and vendor portals) that are not provided by Grounds Manager. Use of such third-party services is governed by the terms of the respective third-party provider. Grounds Manager does not warrant any third-party service and shall not be liable for any act or omission of any third-party provider.

The Services, including all software, content, designs, trademarks, logos, and documentation, are the property of Grounds Manager or its licensors and are protected by intellectual property laws. No rights are granted to Customer other than those expressly set forth in these Terms. All rights not expressly granted are reserved.

Customer may from time to time provide suggestions, comments, or other feedback regarding the Services. Customer hereby grants Grounds Manager a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate any such feedback for any purpose, without obligation or compensation.

Except as expressly provided in these Terms, the Services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise. Grounds Manager specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Grounds Manager does not warrant that the Services will be uninterrupted, error-free, or free of harmful components.

To the maximum extent permitted by applicable law, in no event shall Grounds Manager, its affiliates, or its licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business interruption, arising out of or relating to the Services or these Terms, regardless of the theory of liability and even if advised of the possibility of such damages. Grounds Manager's aggregate liability arising out of or relating to these Terms shall not exceed the fees actually paid by Customer to Grounds Manager for the Services in the twelve (12) months preceding the event giving rise to the claim.

Customer shall defend, indemnify, and hold harmless Grounds Manager, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Customer Data, (b) Customer's use of the Services in violation of these Terms or applicable law, or (c) Customer's violation of any third-party right.

These Terms commence on the date Customer first accesses the Services and continue until terminated as set forth herein. Either party may terminate these Terms for material breach by the other party that remains uncured thirty (30) days after written notice. Customer may cancel its Subscription at any time effective at the end of the then-current billing period.

Upon termination: (a) all rights granted to Customer under these Terms shall cease; (b) Customer shall pay all amounts owed through the effective date of termination; and (c) Grounds Manager shall make Customer Data available for export for a period of thirty (30) days following termination, after which Customer Data may be deleted in accordance with our retention practices.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or relating to these Terms, except either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

These Terms constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings. If any provision is held to be unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision shall constitute a waiver of any other provision. Customer may not assign these Terms without Grounds Manager's prior written consent; any attempted assignment in violation of this section is void. Grounds Manager may update these Terms from time to time by posting a revised version. Material changes will take effect upon notice to Customer.

Notices to Grounds Manager under these Terms shall be sent to support@groundsmanager.app.