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Terms of Service

Paint Rate, LLC
Effective Date: [DATE]
Last Updated: [DATE]

1. Agreement to Terms

These Terms of Service ("Terms") form a binding agreement between you and Paint Rate, LLC, a Florida limited liability company ("Paint Rate," "we," "us," or "our"), governing your access to and use of the Paint Rate platform, website at getpaintrate.com, applications, integrations, and related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.

If you accept these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

Section 18 contains a binding arbitration provision and a class action waiver that affect your legal rights. Please read it carefully.

2. Definitions

"Account" — your registered account for the Service.

"Customer Data" — all data, content, files, images, and information that you or your Users submit to, store in, or generate through the Service, including information about your clients, prospects, employees, and subcontractors.

"Documentation" — user guides, help articles, and technical documentation we make available.

"Subscription" — your paid or free plan for access to the Service.

"User" — an individual authorized by you to access the Service under your Account.

3. Eligibility and Accounts

3.1 Eligibility

You must be at least 18 years old and capable of forming a binding contract. The Service is intended for business use by painting contractors and related trade businesses. It is not intended for personal, family, or household purposes.

3.2 Account Registration

You agree to provide accurate, current, and complete information during registration and to keep it updated. You are responsible for all activity occurring under your Account.

3.3 Account Security

You are responsible for safeguarding your credentials and for the actions of your Users. Enable available security features. Notify us immediately at security@getpaintrate.com of any unauthorized access or suspected compromise. We are not liable for losses arising from unauthorized use of your Account where you failed to maintain reasonable security.

3.4 Users and Permissions

You may authorize Users to access your Account subject to your Subscription limits. You are responsible for your Users' compliance with these Terms, for configuring permissions appropriately, and for promptly removing access for Users who leave your organization. The Account owner may access, modify, export, and delete all Customer Data within the Account, including data associated with individual Users.

4. The Service

4.1 Description

Paint Rate provides software for painting contractors, which may include estimating and proposal generation, customer relationship management, scheduling and calendar management, job and project tracking, crew and subcontractor coordination, payout administration, invoicing, reporting, lead management, and integrations with third-party services.

4.2 License Grant

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your internal business purposes during your Subscription term.

4.3 Modifications to the Service

We may modify, add, or discontinue features at any time. We will use commercially reasonable efforts to provide advance notice of changes that materially and adversely affect core functionality you rely on. Continued use after a change constitutes acceptance.

4.4 Availability

We aim for high availability but do not guarantee uninterrupted access. The Service may be unavailable due to scheduled maintenance, emergency maintenance, third-party failures, or events beyond our control. Unless a separate written service level agreement applies, the Service is provided without any uptime commitment.

5. Early Access, Beta, and Pre-Release Features

Portions of the Service may be offered as early access, beta, preview, or pre-release ("Beta Features"), whether or not labeled as such.

Beta Features are provided as-is and as-available, may be incomplete or unstable, may change or be discontinued at any time without notice, and may result in data loss or errors. Beta Features are excluded from any warranty, indemnity, service commitment, or support obligation.

Where you participate in an early access program, you agree that we may contact you for feedback and that Section 12 governs any feedback you provide. Do not rely on Beta Features for business-critical operations without maintaining independent records.

6. Fees, Billing, and Cancellation

6.1 Fees

Fees are as described at the time of purchase or in a written order. Unless stated otherwise, fees are in U.S. dollars and exclusive of taxes.

6.2 Automatic Renewal

Subscriptions renew automatically at the end of each billing period at the then-current rate, and your payment method will be charged automatically, unless you cancel before the renewal date. We will provide any renewal notice required by applicable law.

6.3 Payment Authorization

You authorize us and our payment processor to charge your payment method for all fees. You agree to keep payment information current. If a payment fails, we may retry, suspend access, or terminate your Subscription.

6.4 Cancellation

You may cancel at any time through your Account settings or by contacting support@getpaintrate.com. Cancellation takes effect at the end of the current billing period. You retain access through that date.

6.5 Refunds

Fees are non-refundable except where required by law or expressly stated at the time of purchase. We do not provide refunds or credits for partial periods, unused time, or periods of non-use.

6.6 Price Changes

We may change pricing. Changes take effect at your next renewal, and we will provide at least thirty (30) days' notice. Your continued use after the change takes effect constitutes acceptance. If you do not agree, cancel before renewal.

6.7 Taxes

You are responsible for all applicable sales, use, VAT, and similar taxes, excluding taxes on our net income.

6.8 Free Plans and Trials

We may offer free plans or trials. We may modify or discontinue them at any time. Free plans may have reduced functionality, limits, or support, and are provided as-is.

7. Customer Data

7.1 Ownership

As between you and Paint Rate, you own all Customer Data. We claim no ownership rights in it.

7.2 License to Us

You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, modify, and process Customer Data solely as necessary to provide, maintain, secure, and support the Service, and as otherwise permitted by our Privacy Policy.

7.3 Your Responsibilities

You represent and warrant that:

  • You have all rights, consents, and permissions necessary to submit Customer Data to the Service
  • You have provided all legally required notices and obtained all required consents from individuals whose information you submit, including your clients, employees, and subcontractors
  • Customer Data does not violate any law or infringe any third party's rights
  • Your use of the Service complies with all laws applicable to your business, including consumer protection, telemarketing, electronic communications, employment, and privacy laws

You are solely responsible for determining whether your use of the Service — including sending emails, text messages, or making calls to contacts stored in the Service — complies with applicable law, including the Telephone Consumer Protection Act, CAN-SPAM Act, and state analogues. You are responsible for obtaining and documenting any required consent.

7.4 Aggregated Data

We may generate aggregated and de-identified data derived from use of the Service, provided it does not identify you, your Users, or any individual. We may use such data for benchmarking, research, industry reporting, and improving the Service. We will not sell Customer Data or use it to train generalized artificial intelligence models.

7.5 Data Export and Deletion

You may export Customer Data through available features during your Subscription. Following termination, we retain Customer Data for thirty (30) days to permit export, after which it is deleted in accordance with our Privacy Policy. Export your data before terminating.

7.6 Backups

We maintain backups as part of our operations, but you are responsible for maintaining your own copies of business-critical records. We are not a system of record for your legal, tax, or accounting obligations.

8. Acceptable Use

You may not, and may not permit any User or third party to:

  • Use the Service in violation of any law or regulation
  • Upload malicious code, or interfere with or disrupt the Service or its infrastructure
  • Attempt to gain unauthorized access to the Service, other accounts, or related systems
  • Reverse engineer, decompile, or attempt to derive source code, except where such restriction is prohibited by law
  • Copy, resell, sublicense, rent, lease, or provide the Service to third parties as a service bureau, except as expressly permitted
  • Use the Service to build or assist in building a competing product
  • Scrape, crawl, or use automated means to access the Service outside documented APIs
  • Circumvent usage limits, access controls, or metering
  • Upload content that is unlawful, infringing, defamatory, harassing, or obscene
  • Send unsolicited commercial messages, spam, or communications in violation of applicable law
  • Misrepresent your identity or affiliation
  • Use the Service to store or process payment card data outside our supported payment integrations
  • Impose unreasonable load on our infrastructure

We may investigate suspected violations and may suspend or terminate access. We may remove content that violates these Terms.

9. Third-Party Services and Integrations

9.1 General

The Service integrates with third-party services including Google, Stripe, Intuit QuickBooks, and others. These are provided by independent third parties and governed by their own terms and privacy policies. We do not control and are not responsible for third-party services, their availability, accuracy, security, or any changes they make.

By enabling an integration, you authorize us to access and exchange data with that service on your behalf, and you represent that you have the right to grant that authorization.

9.2 Google Services

If you connect Google services, including Google Calendar, your use is subject to Google's Terms of Service and Privacy Policy. Our use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. See Section 4 of our Privacy Policy for details.

You may revoke our access at any time through your Google Account permissions page or your Paint Rate settings.

9.3 Payment Processing and Payouts

Payment functionality, including subscription billing and any subcontractor or crew payout features, is provided by third-party processors such as Stripe. Your use of those features is subject to the processor's terms, and you may be required to enter into a separate agreement with the processor.

Paint Rate is not a bank, money transmitter, money services business, payment processor, or financial institution. We do not take custody of, hold, or transmit funds. Any payout functionality within the Service is a record-keeping and instruction layer; funds move through the licensed third-party processor. We are not responsible for the timing, accuracy, or completion of transactions executed by third-party processors.

9.4 Discontinuation

Third parties may modify, deprecate, or terminate their APIs at any time. We may modify or discontinue an integration as a result, without liability to you.

10. Leads and Referrals

Where the Service delivers leads, referrals, or introductions from any source, including affiliated platforms:

  • Leads are provided as-is with no representation or warranty as to quality, accuracy, exclusivity, intent, or likelihood of conversion
  • We make no guarantee of any volume, frequency, or value of leads, and no guarantee of revenue or return
  • You are solely responsible for how you contact leads, including compliance with all applicable telemarketing, messaging, and privacy laws
  • You are solely responsible for your dealings with any lead, including quoting, contracting, performing work, and resolving disputes
  • Any performance figures, case studies, or earnings examples we publish are illustrative only and are not a promise of results

11. Intellectual Property

11.1 Our IP

The Service, including all software, code, interfaces, designs, text, graphics, templates, workflows, calculations, methodologies, documentation, trademarks, and the Paint Rate name and logo, is owned by Paint Rate, LLC or its licensors and protected by intellectual property laws. These Terms grant you no ownership rights. All rights not expressly granted are reserved.

11.2 Restrictions

You may not remove or obscure proprietary notices, or use our trademarks without prior written permission.

11.3 Your Branding

You may upload your logo and branding for use within the Service and in documents it generates. You grant us a limited license to display those assets for that purpose.

12. Feedback

If you provide suggestions, ideas, feature requests, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use, modify, and commercialize that feedback without restriction, attribution, or compensation. Feedback is provided voluntarily and is not confidential.

13. Confidentiality

Each party may receive confidential information of the other. The receiving party will protect it with at least reasonable care, use it solely to perform under these Terms, and not disclose it except to personnel and advisors with a need to know who are bound by confidentiality obligations.

Confidential information excludes information that is or becomes public through no fault of the receiving party, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party. Disclosure required by law is permitted with reasonable advance notice where legally allowed.

14. Term, Suspension, and Termination

14.1 Term

These Terms remain in effect while you have an Account or use the Service.

14.2 Termination by You

Cancel at any time as described in Section 6.4.

14.3 Suspension and Termination by Us

We may suspend or terminate your access, with or without notice, if:

  • You breach these Terms
  • Your payment fails or your account becomes delinquent
  • We reasonably believe your use poses a security, legal, or operational risk
  • Required by law
  • You have not used a free Account for [12] consecutive months

We will use reasonable efforts to provide notice where practicable and where doing so does not create legal or security risk.

14.4 Effect of Termination

Upon termination, your right to access the Service ends immediately. Sections 6 (accrued fees), 7.1, 7.4, 8, 11, 12, 13, 15, 16, 17, 18, 19, and 20 survive.

15. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS.

Estimating and financial tools. Estimates, pricing calculations, production rates, margin figures, payout calculations, and reports generated by the Service are tools to assist your judgment. They are not professional, financial, tax, legal, or accounting advice, and we do not warrant their accuracy or suitability. You are solely responsible for reviewing and verifying all outputs before relying on them, quoting a client, paying a subcontractor, or filing anything with any authority. Consult qualified professionals for legal, tax, insurance, employment classification, and accounting matters.

Worker classification. The Service may be used to manage subcontractors. We make no representation that any particular arrangement satisfies applicable worker classification, wage and hour, tax, or licensing law. Classification is your responsibility.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAINT RATE AND ITS OFFICERS, MEMBERS, EMPLOYEES, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

The parties agree that these limitations are a fundamental basis of the bargain and reflect a reasonable allocation of risk given the fees charged.

17. Indemnification

You agree to defend, indemnify, and hold harmless Paint Rate and its officers, members, employees, and agents from any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Your Customer Data, including any claim that it infringes or violates a third party's rights
  • Your use of the Service in violation of these Terms or applicable law
  • Your communications with clients, prospects, employees, or subcontractors, including any claim under telemarketing, messaging, or privacy laws
  • Your business operations, including work performed, contracts entered, worker classification, and disputes with your clients or subcontractors
  • Any breach of your representations and warranties

We will notify you of any claim and may participate in the defense with counsel of our choosing at our own expense. You may not settle any claim in a way that imposes obligations on us without our prior written consent.

18. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

18.1 Informal Resolution First

Before filing a claim, you agree to contact us at legal@getpaintrate.com with a written description of the dispute and your requested resolution. The parties will attempt in good faith to resolve the dispute for sixty (60) days. This is a condition precedent to arbitration.

18.2 Binding Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court. The arbitration will take place in Sarasota County, Florida, or by videoconference at the claimant's election. Judgment on the award may be entered in any court of competent jurisdiction.

18.3 Class Action Waiver

YOU AND PAINT RATE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of representative proceeding.

If this class action waiver is found unenforceable as to a particular claim, that claim will proceed in court, and all other claims remain subject to arbitration.

18.4 Exceptions

Either party may bring an individual action in small claims court, and either party may seek injunctive or equitable relief in court for actual or threatened infringement or misappropriation of intellectual property or breach of confidentiality.

18.5 Opt-Out

You may opt out of this arbitration agreement by emailing legal@getpaintrate.com with the subject line "Arbitration Opt-Out" within thirty (30) days of first accepting these Terms. Include your name and account email. Opting out does not affect any other provision.

19. Governing Law and Venue

These Terms are governed by the laws of the State of Florida, without regard to conflict of laws principles. Subject to Section 18, the exclusive venue for any dispute is the state and federal courts located in Sarasota County, Florida, and you consent to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. General Provisions

Changes to these Terms. We may modify these Terms. We will post the revised version with an updated date and, for material changes, provide at least thirty (30) days' notice by email or in-product notification. Continued use after the effective date constitutes acceptance. If you do not agree, stop using the Service and cancel your Subscription.

Entire agreement. These Terms, the Privacy Policy, and any order form or written agreement referencing these Terms constitute the entire agreement and supersede all prior understandings on the subject.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in full force.

No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of assets.

Force majeure. Neither party is liable for failure to perform due to causes beyond reasonable control, including acts of God, natural disasters, hurricanes, war, terrorism, labor disputes, governmental action, internet or utility failures, or third-party service outages.

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

Notices. We may provide notice by email to the address on your Account, by posting in the Service, or by posting on our website. Notices to us must be sent to legal@getpaintrate.com and to the address below.

Export compliance. You represent that you are not located in an embargoed country and are not on any U.S. government restricted party list.

Headings. Headings are for convenience only and do not affect interpretation.

21. Contact

Paint Rate, LLC
1680 Fruitville Rd
Sarasota, FL 34236
United States

Legal: legal@getpaintrate.com
Support: support@getpaintrate.com
Security: security@getpaintrate.com