Master Subscription Agreement · Clear Coat Systems
These Terms of Service and Master Subscription Agreement (this “Agreement”) govern access to and use of the Clear Coat Systems Detailing Software platform and related services (the “Service”), and form a binding contract between Clear Coat Systems LLC, a Utah limited liability company (“Clear Coat,” “we,” “us,” or “our”), and the business or individual that registers for, accesses, or uses the Service (the “Customer,” “you,” or “your”).
1.1 “Authorized User” means an employee, contractor, or other individual whom Customer permits to access and use the Service under Customer's account.
1.2 “Customer Data” means all data, content, and information submitted to or processed by the Service by Customer, its Authorized Users, or its End Consumers, including business records, job records, photos, and End Consumer information.
1.3 “End Consumer” means an individual customer of the Customer's business whose information is collected or processed through the Service (for example, a person who books a detailing appointment).
1.4 “Fees” means the subscription and usage charges payable for the Service.
1.5 “Service” means the Clear Coat Systems software platform, including its web application, mobile applications, APIs, and related features and documentation, as may be updated from time to time.
2.1 Eligibility. By entering into this Agreement, you represent and warrant that you are at least 18 years of age and have the legal capacity and authority to enter into this Agreement, on your own behalf and on behalf of any entity for which you act. The Service is intended for use by businesses and adults; it is not directed to children.
2.2 Account Registration. You must provide accurate and complete registration information and keep it current. You are responsible for all activity occurring under your account.
2.3 Authorized Users. Customer may permit Authorized Users to access the Service under its account. Customer is solely responsible for: (a) its Authorized Users' compliance with this Agreement; (b) all acts and omissions of its Authorized Users; and (c) its own compliance with all applicable employment, labor, wage-and-hour, and child-labor laws with respect to its Authorized Users. Clear Coat is not the employer of any Authorized User and assumes no responsibility for Customer's employment relationships.
2.4 Account Security. You are responsible for safeguarding account credentials and for any activity conducted through your account. Notify us promptly of any unauthorized access.
3.1 License. Subject to this Agreement and payment of applicable Fees, Clear Coat grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service for Customer's internal business purposes during the term.
3.2 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer or attempt to derive source code; (c) resell, sublicense, or provide the Service to third parties except as expressly permitted; (d) circumvent usage limits or security controls; or (e) use the Service in violation of law or Section 9 (Acceptable Use).
4.1 Plans and Fees. The Service is offered on subscription plans with pricing that may vary by plan, features, and usage. Custom pricing may be offered to certain customers by separate arrangement. Applicable Fees and plan details are presented at the time of subscription.
4.2 Billing. Subscriptions are billed monthly in advance through our third-party billing processor. You authorize us and our processor to charge your designated payment method for all Fees when due. Fees are payable in U.S. dollars.
4.3 Changes to Pricing. We may change Fees, plan structures, features, and usage limits at any time. For changes that increase the recurring Fees for an existing subscription, we will provide at least 30 days' notice before the change takes effect (for example, by email or in-product notice). Your continued use of the Service after a change takes effect constitutes acceptance of the new Fees. If you do not agree to a change, your sole remedy is to cancel before it takes effect.
4.4 Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, and similar taxes, excluding taxes on our net income.
4.5 No Refunds. Except as expressly stated or required by law, Fees are non-refundable and there are no refunds or credits for partial periods, unused features, or downgrades.
4.6 Late or Failed Payment. If a charge fails or Fees are past due, we may suspend or terminate the Service after reasonable notice.
5.1 SaaS Billing. Subscription Fees are processed by our third-party billing processor. Clear Coat does not store full payment card numbers; card data is handled by the processor in accordance with applicable payment-card standards.
5.2 Customer's Payment Processor (Square). The Service enables Customer to connect and use Customer's own third-party payment processing account (for example, Square) to accept payments from End Consumers. That account is established directly between Customer and the processor. Customer is solely responsible for maintaining that account, for its fees, and for complying with that processor's terms of service. Clear Coat is not a party to, and is not responsible for, Customer's agreement with its payment processor, and does not store End Consumer payment card data.
5.3 Other Third-Party Services. The Service integrates with or relies on third-party providers (including hosting, content delivery, messaging, email, push notification, and analytics providers). Customer's use of features that rely on third-party services may be subject to those providers' terms. We are not responsible for third-party services or for their acts, omissions, availability, or changes.
6.1 Commercially Reasonable Efforts; No Uptime Guarantee. We provide the Service on a commercially reasonable efforts basis. We do not guarantee that the Service will be uninterrupted, timely, secure, or error-free, and we make no commitment regarding any specific level of uptime or availability unless agreed in a separate written service-level agreement signed by us.
6.2 Scheduled Maintenance. We may perform scheduled maintenance, upgrades, and updates, during which the Service or portions of it may be temporarily unavailable. We will use reasonable efforts to perform scheduled maintenance during off-peak hours and, where practicable, to provide advance notice, but we are not obligated to do so.
6.3 Emergency Maintenance. We may perform emergency maintenance or take the Service offline without prior notice where we determine it is necessary to protect the security, integrity, or proper functioning of the Service.
6.4 Third-Party and Infrastructure Dependencies. The Service depends on third-party infrastructure and services outside our control, including hosting providers, content-delivery networks, payment processors, messaging carriers, and internet connectivity. Interruptions, failures, latency, or changes in those services may affect the availability or performance of the Service, and we are not responsible for them.
6.5 No Liability for Downtime. To the maximum extent permitted by law, we will not be liable for any unavailability, interruption, suspension, delay, or degradation of the Service, or for any inability to access Customer Data during such periods, whether arising from maintenance, third-party dependencies, force majeure (Section 17.1), or other causes.
6.6 Modifications to the Service. We may add, change, suspend, or discontinue features or functionality of the Service at any time. We will use reasonable efforts to avoid materially degrading core functionality during an active subscription.
7.1 Ownership. As between the parties, Customer owns its Customer Data. This Agreement does not transfer ownership of Customer Data to Clear Coat.
7.2 License to Clear Coat. Customer grants Clear Coat a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Data as necessary to provide, secure, maintain, support, and improve the Service, and to create aggregated and de-identified data that does not identify Customer or any individual. Clear Coat will not sell End Consumer personal information (such as End Consumer names, contact information, or appointment details). Any future use of aggregated or de-identified data beyond operating and improving the Service will be governed by our Privacy Policy as then in effect and any applicable notice we provide.
7.3 Privacy. Our handling of personal information is described in our Privacy Policy, which is incorporated into this Agreement by reference.
7.4 Data Export. During an active subscription, Customer may export certain financial data from the Service in CSV format.
7.5 Retention After Termination. Following cancellation or termination, Customer Data is retained for six (6) months, after which it is deleted. During a ten (10) day grace period beginning at cancellation, Customer may resubscribe or export financial data only; this grace period does not include End Consumer information or job photos. After the six (6) month retention period, Customer Data is permanently deleted and cannot be recovered.
7.6 Aggregated and De-Identified Data. Clear Coat may retain and use aggregated and de-identified data that does not identify Customer, any Authorized User, or any End Consumer, including after termination.
8.1 Clear Coat IP. Clear Coat and its licensors own all right, title, and interest in and to the Service, including all software, designs, and related intellectual property. No rights are granted except as expressly stated.
8.2 Feedback. If you provide suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.
9.1 You will not use the Service to: (a) violate any law or regulation; (b) infringe intellectual property or privacy rights; (c) transmit unlawful, harmful, harassing, or fraudulent content; (d) send messaging or email in violation of applicable communications laws (including consent and opt-out requirements); (e) upload malware or interfere with the Service's operation or security; (f) attempt unauthorized access to the Service or other accounts; (g) use the Service to build a competing product; or (h) misuse End Consumer data or collect or process it in violation of law.
9.2 We may investigate suspected violations and may suspend or terminate access for conduct we reasonably believe violates this Section or creates risk or liability.
Each party may have access to the other's non-public information. The receiving party will use such information only to perform under this Agreement and will protect it with reasonable care. This Section does not apply to information that is public, independently developed, or rightfully obtained without confidentiality obligations.
The Service is provided “as is” and “as available,” with all faults and without warranty of any kind. To the maximum extent permitted by law, Clear Coat disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Clear Coat does not warrant that the Service will be uninterrupted, available at any particular time, secure, error-free, or free of harmful components, or that it will meet your requirements or produce any particular results. Clear Coat is not responsible for third-party services or for any data loss not caused by our willful misconduct. Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.
12.1 Exclusion of Damages.
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or related to this Agreement or the Service, even if advised of the possibility of such damages.
12.2 Cap.
To the maximum extent permitted by law, Clear Coat's total aggregate liability arising out of or related to this Agreement or the Service will not exceed the total Fees paid by Customer to Clear Coat in the twelve (12) months immediately preceding the event giving rise to the claim.
12.3 Basis of the Bargain. The limitations in this Section reflect the allocation of risk between the parties and apply notwithstanding the failure of any limited remedy. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
Customer will defend, indemnify, and hold harmless Clear Coat and its officers, members, and employees from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data; (b) Customer's relationships with and communications to its End Consumers; (c) the acts or omissions of Customer's Authorized Users; (d) Customer's violation of this Agreement or applicable law; or (e) Customer's use of its third-party payment processor or other connected accounts.
14.1 Term. This Agreement begins when you first accept it and continues on a month-to-month basis for so long as you maintain an active subscription.
14.2 Termination by Customer. You may cancel your subscription at any time through the Service or as otherwise provided. Cancellation takes effect at the end of the then-current billing period unless otherwise stated.
14.3 Termination by Clear Coat. We may suspend or terminate the Service or this Agreement for non-payment, breach, legal risk, or as otherwise permitted herein, with notice where practicable.
14.4 Effect of Termination. Upon termination, your right to use the Service ends, and Customer Data is handled as described in Section 7.5. Sections that by their nature should survive (including Sections 7.6, 8, 10, 11, 12, 13, 16, and 17) will survive.
We may modify this Agreement from time to time. For material changes, we will provide notice (for example, by email or in-product notice) and update the “Last Updated” date. Changes take effect when posted unless otherwise stated. Your continued use of the Service after changes take effect constitutes acceptance. If you do not agree, your sole remedy is to stop using the Service and cancel.
16.1 Governing Law. This Agreement is governed by the laws of the State of Utah, without regard to its conflict-of-laws rules.
16.2 Venue. The state and federal courts located in Morgan County, Utah will have exclusive jurisdiction and venue over any dispute arising out of or related to this Agreement, and the parties consent to personal jurisdiction there.
17.1 Force Majeure. We will not be liable for any delay or failure to perform due to causes beyond our reasonable control, including acts of God, natural disasters, power or internet failures, third-party service or infrastructure failures, labor disputes, governmental action, or cyberattacks.
17.2 Entire Agreement. This Agreement (including the Privacy Policy and any order or plan terms) is the entire agreement between the parties regarding the Service and supersedes prior agreements on that subject.
17.3 Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be enforced to the maximum extent permitted.
17.4 Assignment. Customer may not assign this Agreement without our prior written consent. We may assign it in connection with a merger, acquisition, or sale of assets.
17.5 Waiver. No waiver is effective unless in writing, and no failure to enforce a provision is a waiver of it.
17.6 Notices. We may provide notices by email to your account address or by in-product notice. Notices to us must be sent to the contact below.
17.7 Relationship. The parties are independent contractors. This Agreement creates no partnership, agency, or employment relationship.
Clear Coat Systems
David Jones
1706 N 1200 W
Ste 4 #2058
Layton, UT 84041
Email: [email protected]
Website: clearcoatsystems.com