Terms of Service

1. The Services

BookWrench provides cloud-based software for scheduling, dispatching, work-order and job management, invoicing, customer communications, and related field service operations for trades businesses. We may add, modify, or discontinue features over time; material reductions to core functionality will be communicated in advance where practicable.

2. Definitions

• Customer / you — the business and its authorized users that subscribe to the Services.
• End User — your customers, clients, or contacts (e.g., homeowners) whose information you process or to whom you send communications through the Services.
• Customer Content — all data, records, and content you or your End Users submit to or generate in the Services, including End User contact details and messaging content.
• Messaging Features — SMS, MMS, voice, email, or other communications functionality provided through the Services (including via our third-party messaging provider).
• Payment Features — functionality that enables you to accept payments from your End Users through the Services, as described in Section 9.
• Subscription Fees — recurring subscription and license fees actually paid by you to us. Subscription Fees expressly exclude: usage-based charges; messaging, telephony, and carrier charges; payment processing fees; pass-through, regulatory, and third-party charges; implementation, onboarding, configuration, migration, training, and other professional services fees; and taxes.

3. Accounts and Security

You must provide accurate registration information, keep credentials confidential, and are responsible for all activity under your account. You must be at least 18 years old. Notify us promptly of any unauthorized use.

Credentials are issued to individuals and may not be shared. You are responsible for the acts and omissions of your authorized users as if they were your own, and for keeping their access rights current as personnel change.

4. Subscriptions, Fees, and Taxes

4.1 Fees

Fees, billing frequency, and plan details are set out at sign-up or in an order form. Unless stated otherwise, fees are billed in advance, are non-refundable except as required by law, and renew automatically until cancelled. Late amounts may incur interest and suspension. You are responsible for applicable taxes other than taxes on our net income.

4.2 Price for the Current Period

The fees applicable to your subscription are those in effect when you subscribe or renew. Those fees are fixed for the billing period you have paid for, and we will not increase them during that period.

4.3 Changes at Renewal

We may change our fees at any time, including subscription rates, add-on fees, and usage rates, at our sole discretion. Any such change takes effect at the end of the billing period you have already paid for, and applies from the start of your next billing period — for monthly subscriptions, the next monthly period; for annual subscriptions, the next annual renewal date. A fee change never applies retroactively to a period you have already paid for.

4.4 Notice of Fee Changes

We will give you at least thirty (30) days' advance notice of any fee increase, by email to your account's billing contact and by notice within the Services. If you do not accept the new fees, you may cancel before the change takes effect in accordance with Section 18. Continued use of the Services after the change takes effect constitutes acceptance of the new fees.

4.5 Renewal Notice

For annual subscriptions, we will notify you by email at least thirty (30) days before each renewal date, stating the renewal date and the fees that will be charged.

4.6 No Grandfathering

Except where we agree otherwise in a signed writing, promotional, introductory, discounted, and legacy pricing applies only to the period for which it was offered. Renewals are at our then-current standard rates for your plan.

4.7 Pass-Through Charges

Charges imposed on us by third parties in connection with your usage — including carrier, messaging, telephony, regulatory, and payment processing charges — may be passed through to you, and may change without the notice period in Section 4.4 to the extent the underlying third-party or regulatory charge changes without notice to us.

4.8 Cancellation

You may cancel your subscription at any time by sending an email to support@byxlsoft.com from the email address associated with your account. We will confirm your cancellation by email. Cancellation takes effect at the end of your then-current billing period; you retain access until then, and fees already paid are not refunded. Annual subscriptions cancelled before the renewal date will not renew, and access continues until the end of the paid annual term.

5. Customer Responsibilities

You are responsible for: (a) the accuracy, legality, and quality of Customer Content; (b) obtaining all rights, notices, and consents needed to process End User data and to send communications through the Services; (c) your users' compliance with these Terms; and (d) compliance with all laws applicable to your use of the Services.

6. Acceptable Use Policy

You will not, and will not permit any user or End User to:

• Use the Services in violation of any law, regulation, or third-party right;
• Send unlawful, fraudulent, harassing, deceptive, or infringing content;
• Transmit malware, attempt to breach security, or interfere with the Services;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code, architecture, models, or underlying algorithms of the Services, except to the extent this restriction is unenforceable under applicable law, in which case you will give us prior written notice;
• Use the Services to send communications that violate Section 7;
• Use the Services to operate a service bureau, or make the Services available for the benefit of any third party — except that you may use the Services to deliver your own field services to your own End Users in the ordinary course of your business;
• Resell, sublicense, rent, lease, or time-share the Services;
• Access or use the Services to build, or assist any person in building, a competing or substantially similar product or service, or to copy any of its features, workflows, or interface designs;
• Use any robot, scraper, crawler, or other automated means to extract data from the Services, other than through an API we provide and within its documented limits;
• Access any other customer's data, or access your own account other than through interfaces we authorize;
• Remove, obscure, or alter any proprietary notice, trademark, or attribution appearing in the Services;
• Use the Services in any application in which failure of the Services could result in death, personal injury, or severe physical or environmental damage, or for emergency dispatch, 911 routing, or any life-safety-critical function.

We may suspend or limit access to investigate or stop suspected violations.

7. Messaging Compliance (SMS / Voice / A2P 10DLC / TCPA)

This section is a condition of using the Messaging Features and is central to keeping the platform and its Customers in good standing with carriers. The Messaging Features let you send communications to your End Users. You — not BookWrench — are the sender of those communications and are responsible for their content and for obtaining consent.

7.1 Consent

Before sending any message through the Services, you must obtain and maintain records of the recipient's prior express consent as required by the Telephone Consumer Protection Act (TCPA) and applicable law, including prior express written consent for marketing or promotional messages. Consent must be specific to your business, and you must retain proof of consent. You must not message recipients who have not consented or who have revoked consent.

7.2 Opt-out and help

You must honor opt-out requests immediately. Recipients must be able to opt out by replying STOP (and similar keywords) and to get assistance via HELP. You must not send further messages of the applicable type after opt-out. You must identify your business in your messages.

7.3 Carrier registration (A2P 10DLC)

U.S. application-to-person messaging requires brand and campaign registration with The Campaign Registry (TCR) and carrier approval. You will (a) provide accurate, complete brand and use-case information for registration, whether registered by you or facilitated by BookWrench on your behalf, and (b) send only the message types and volumes consistent with your approved campaign. Providing false registration information, or sending traffic that does not match your registered use case, may result in carrier filtering, fees, or suspension.

7.4 Prohibited message content

You must not use the Messaging Features to send content prohibited by carriers or the CTIA Messaging Principles, including so-called "SHAFT" content (Sex, Hate, Alcohol, Firearms, Tobacco), cannabis, illegal substances, high-risk financial or debt-relief offers where prohibited, phishing, or any unlawful content.

7.5 Frequency and quiet hours

You will send messages at reasonable frequencies and comply with applicable quiet-hour and time-of-day restrictions.

For End Users receiving text messages through the Services: message frequency varies based on service activity. Message and data rates may apply. Reply STOP to any message to opt out at any time, or reply HELP for assistance. Consent to receive text messages is not a condition of purchasing any goods or services. Carriers are not liable for delayed or undelivered messages.

7.6 Mobile opt-in data

Consent and opt-in data collected through the Services is used only to operate the Messaging Features. BookWrench does not share mobile opt-in or consent data with third parties or affiliates for their marketing or promotional purposes. You likewise must not share End User opt-in data except as needed to deliver the messages the End User consented to receive.

7.7 Responsibility and enforcement

You are solely responsible for your messaging campaigns and their compliance. We may throttle, suspend, or terminate Messaging Features (or your account) if we reasonably believe your use violates this Section, carrier rules, or applicable law, or creates risk to the platform's carrier standing. You will indemnify BookWrench for claims arising from your messaging (see Section 16).

7.8 Emergency services

The Messaging Features are not a substitute for traditional telephone service and are not designed, configured, or intended to provide access to 911, E911, or any emergency service. You must not use or rely on the Messaging Features to contact emergency services. You must ensure that you and your users have access at all times to a conventional telephone capable of reaching emergency services, and you are responsible for notifying your users, and any other person who may use the Messaging Features, of this limitation. You will not use the Messaging Features for emergency dispatch, emergency response coordination, or any purpose in which an inability to reach emergency services could result in death, personal injury, or property damage.

7.9 Call recording

Where you enable any call recording functionality, you are responsible for determining whether notice or consent is required in each jurisdiction in which you and the other party to the call are located, and for providing that notice and obtaining that consent. Several U.S. states require the consent of all parties to a call.

7.10 Service quality

Message and call delivery depends on internet connectivity, device performance, carrier networks, and third-party providers. We do not warrant uninterrupted, timely, or error-free transmission, and we are not liable for delayed, undelivered, filtered, or misrouted messages or calls.

8. Customer Content and Data

8.1 Your Ownership

As between the parties, you own Customer Content. We claim no ownership of it.

8.2 We Do Not Sell Your Data

We do not sell, rent, or license Customer Content. We do not disclose Customer Content to any third party for that third party's own purposes, and we do not use Customer Content for cross-context behavioral advertising or disclose it to advertising networks or data brokers.

8.3 License to Operate

You grant us a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, process, display, and modify Customer Content as necessary to: provide, maintain, secure, and support the Services; perform actions you or your authorized users direct, including sending communications to End Users on your behalf; exchange data with third-party services you connect to your account; prevent, detect, and investigate fraud, abuse, and security incidents; operate, maintain, and improve the Services; and comply with applicable law and enforce these Terms.

8.4 Aggregated Data

We own data derived from Customer Content and from use of the Services that has been de-identified and aggregated across customers such that it cannot reasonably be used to identify you, your users, or your End Users, and we may use it for any lawful purpose, including improving the Services and publishing industry benchmarks. We will not publish or disclose such data in a form that identifies you or attributes specific pricing values to you.

8.5 Your Representations

You represent and warrant that you have all rights, consents, and legal bases necessary to submit Customer Content to the Services and to grant the rights in Section 8.3, including with respect to personal information of your End Users and personnel.

8.6 Privacy

Our processing of personal information in Customer Content, including the categories of third parties that process it on our behalf, is described in our Privacy Policy and, where applicable, a data processing or service-provider addendum.

8.7 Security

We maintain administrative, technical, and organizational measures designed to protect Customer Content. No system is completely secure, and we do not warrant that our measures cannot be defeated.

8.8 Backups

We maintain backups as part of our operations, but you are responsible for maintaining your own copies of Customer Content material to your business.

9. Payment Processing

9.1 Scope

This Section applies if you use the Payment Features to accept payments from your End Users.

9.2 Third-Party Processor

Payment processing is performed by a third-party payment processor, currently Stripe, and not by us. To use the Payment Features you must hold your own account with the processor and connect it to the Services. Your account with the processor is governed solely by your own agreement with it, including the Stripe Services Agreement. We are not a party to that agreement, have no ability to modify it, and are not responsible for the acts or omissions of the processor.

9.3 We Are Not a Financial Institution

We are not a bank, money transmitter, money services business, or payment processor. Funds paid by your End Users are collected, held, and disbursed by the processor directly to your own account. At no point do we take possession or control of those funds.

9.4 Your Processor Account

Your eligibility to accept payments, your pricing, your payout timing, any transaction or volume limits, and any hold, reserve, limitation, suspension, or termination of your account are determined by the processor under your agreement with it. We do not control those decisions, cannot reverse them, and may be unable to explain them. If your processor account is suspended, closed, or disconnected, the Payment Features will be unavailable to you.

9.5 Chargebacks and Reversals

You are solely responsible for all chargebacks, disputes, reversals, refunds, returns, fines, penalties, and card network assessments arising from your transactions, together with any associated processing or dispute fees. Where we incur any such amount in connection with your transactions, you will reimburse us on demand, and you authorize us to recover it by charging your payment method on file or by offsetting it against any amount otherwise payable to you.

9.6 Disputes with End Users

Disputes between you and your End Users concerning goods, services, workmanship, pricing, cancellation, or refunds are between you and your End User. We are not a party to any transaction between you and an End User, are not a beneficiary of it, and have no obligation to mediate, investigate, or resolve it. You will cooperate with us if we receive a complaint from an End User relating to a transaction processed through the Services.

9.7 Card Data and PCI

Payment card details are collected through payment interfaces embedded in the Services and are transmitted to the processor. We maintain PCI DSS compliance for the payment interfaces we provide and for cardholder data to the extent we store, process, or transmit it or could affect its security. You will comply with PCI DSS as applicable to your own activities, at your own cost, and will remain aware of and implement changes to it. You will not collect, store, transmit, or process cardholder data other than through the payment interfaces we provide, and you will not store cardholder data, full card numbers, or card security codes in any note, attachment, custom field, or other field of the Services.

9.8 Refunds and Your Policies

You are responsible for establishing and disclosing your own refund, return, and cancellation policies to your End Users, and for complying with card network rules governing them. We have no obligation to accept returns or issue refunds on your behalf. Where a refund is issued, processing fees already incurred may not be recoverable, and you remain responsible for refunding your End User the full amount they paid.

9.9 Taxes on Your Sales

You are solely responsible for determining, collecting, verifying, reporting, and remitting all taxes arising from your sales to your End Users. Any tax calculation, rate lookup, or accounting sync feature in the Services is provided for convenience only, does not constitute tax, legal, or accounting advice, and may not reflect current rates, correct treatment for your services or jurisdiction, or applicable exemptions. You should consult a qualified tax professional.

9.10 Suspension

We may suspend or terminate your access to the Payment Features immediately where the processor requires it, where we reasonably believe your use presents a fraud, legal, regulatory, or card-network risk, or where you breach this Section.

10. Artificial Intelligence Features

10.1 Scope

The Services may include features that use artificial intelligence, machine learning, or similar technologies ("AI Features"), and outputs they generate ("Outputs").

10.2 No Warranty; Your Verification Duty

AI Features are inherently probabilistic. Outputs may be inaccurate, incomplete, outdated, biased, or unsuitable for your purpose. We make no warranty as to the accuracy, completeness, reliability, or fitness of any AI Feature or Output. Outputs are not reviewed by us before they reach you. You are solely responsible for reviewing, verifying, correcting, and approving every Output before relying on it, acting on it, sending it to an End User, or using it in any estimate, invoice, contract, scheduling decision, or business record. Outputs are not legal, tax, accounting, engineering, safety, or professional advice.

10.3 Actions Taken by AI Features

Where an AI Feature can take actions in your account — creating or modifying records, scheduling or dispatching, sending communications, or generating documents — you authorize those actions when you enable the feature, and actions taken by an AI Feature in your account are treated as your actions under these Terms, including for the purposes of Sections 7 and 16. You are responsible for configuring appropriate permissions and for supervising the feature's activity. Such actions may execute immediately and may not be reversible by you or by us.

10.4 Prohibited Uses

You will not attempt to circumvent an AI Feature's filters or safeguards, extract its training data or system instructions, submit content you lack the rights to submit, submit personal information of children, or present Outputs as human-authored or as endorsed by BookWrench.

10.5 Changes

We may modify, suspend, or discontinue any AI Feature at any time.

11. Benchmarks and Insights

11.1 Informational Only

Where the Services provide pricing suggestions, market or regional benchmarks, comparisons, capacity-based pricing recommendations, or performance insights, they are informational estimates derived from historical, incomplete, and third-party data. They are not guarantees of any outcome, and are not pricing, financial, business, legal, or tax advice.

11.2 Independent Pricing

You set your own prices independently, in your sole discretion, based on your own costs, competitive circumstances, and business judgment. We do not require, direct, coordinate, or condition anything on your pricing decisions. No feature of the Services will apply a suggested price to a job, estimate, or invoice automatically without your affirmative action, and we will not design pricing features to penalize, obstruct, or disincentivize your departure from any suggestion.

11.3 No Coordination

We will not disclose your pricing data to any other customer in identifiable or reasonably attributable form, and we will not use one customer's pricing data to calibrate or constrain price recommendations presented to another customer. Any benchmark we present is derived from data pooled across unaffiliated customers and processed so that no individual customer's data is identifiable or attributable. You will not use any pricing feature or its outputs to coordinate prices with any competitor, whether directly, indirectly, or through us as an intermediary.

12. Intellectual Property

12.1 Ownership

BookWrench and its licensors retain all right, title, and interest in the Services, software, and underlying technology, including all intellectual property rights, and including all modifications, improvements, and derivative works however arising.

12.2 Grant

Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right, during your subscription, to access and use the Services for the internal business operations of your own business, by no more than the number of authorized users for which you have paid. The Services are licensed, not sold. All rights not expressly granted are reserved. Access is limited to your employees and to contractors engaged by you who are bound by written confidentiality obligations.

12.3 Feedback

Feedback you provide may be used by us without restriction, and you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use and exploit it for any purpose, without obligation, attribution, or compensation.

12.4 Trademarks

Neither party may use the other's name, logos, or marks without prior written consent, except that either party may state that a business relationship exists between them.

13. Third-Party Services

The Services integrate with third-party providers, including messaging (Twilio), accounting (QuickBooks Online), payment processing, and mapping services. Your use of those integrations may be subject to the third party's terms, and we are not responsible for third-party services.

When you enable an integration, you direct us to exchange Customer Content with that provider, which may include personal information of your End Users and personnel, and to permit that provider to access, retrieve, and where supported create or modify data in your account. You are responsible for choosing the provider, for having the rights and consents needed to share data with it, and for all actions taken through the integration as if you had taken them yourself. Once data leaves the Services, we do not control how the provider handles it. We may suspend, limit, modify, or discontinue any integration at any time. Where the Services use third-party data — including mapping, routing, drive time, or weather data — we select providers at our discretion, do not warrant the accuracy of that data or of any output derived from it, and may change providers at any time.

14. Confidentiality

14.1 Definition

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Your Confidential Information includes Customer Content. Ours includes the non-public design, architecture, roadmap, and security practices of the Services, and the terms of any order form or non-standard pricing.

14.2 Obligations

Each party will not use the other's Confidential Information except to perform under these Terms, will not disclose it except to personnel, affiliates, vendors, and advisors who need it and are bound by comparable obligations, and will protect it with at least reasonable care.

14.3 Exclusions

Confidential Information excludes information that is or becomes public without breach, was known to the receiving party without obligation before disclosure, is received from a third party without restriction, or is independently developed without reference to the disclosing party's Confidential Information.

14.4 Compelled Disclosure

A party may disclose Confidential Information where required by law or legal process, and will, where legally permitted, give the other party prompt notice and reasonable cooperation to seek protective treatment. Where we receive a subpoena, court order, or law enforcement request relating to your account, we will respond as required by law and will notify you where permitted to do so.

15. Warranties and Disclaimers

The Services are provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all representations, warranties, and conditions, whether express, implied, statutory, or arising from course of dealing or usage of trade, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant uninterrupted, timely, secure, or error-free operation, that defects will be corrected, that results obtained from the Services will be accurate or reliable, that the Services will meet your requirements, or that messages will be delivered by carriers. No advice or information obtained from us or through the Services creates any warranty not expressly stated in these Terms.

Any implementation, onboarding, configuration, data migration, training, or consulting services we provide are provided on an "as is" basis without warranty of any kind.

We provide no legal, tax, accounting, insurance, employment, or licensing advice. Any templates, forms, checklists, or guidance made available through the Services are informational only, are not reviewed for your jurisdiction or circumstances, and you should consult qualified professionals before relying on them.

We are not a party to, and make no warranty regarding, any agreement or transaction between you and your End Users. We do not endorse, vet, or warrant your services, licensing, insurance, or workmanship.

We and you are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or joint-employer relationship, and we are not a contractor, subcontractor, construction manager, or project manager with respect to your work.

16. Indemnification

You will defend, indemnify, and hold harmless BookWrench and its affiliates from claims, damages, penalties, and costs (including reasonable legal fees) arising from (a) Customer Content, (b) your use of the Services, (c) your communications and messaging campaigns, including TCPA, CTIA, CAN-SPAM, carrier, or A2P 10DLC violations, (d) your breach of these Terms or applicable law, and (e) your use of the Payment Features, including any chargeback, dispute, fine, penalty, or card network assessment arising from your transactions.

We will give you notice of any such claim. We may assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with our defense. You may not settle or compromise any claim against us without our prior written consent.

17. Limitation of Liability

17.1 Exclusion of Indirect Damages

To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost business, lost or missed jobs, lost goodwill, business interruption, or cost of substitute services, arising out of or relating to these Terms or the Services, under any theory of liability, even if advised of the possibility of such damages.

17.2 Specific Exclusions

Without limiting Section 17.1, we are not liable for: loss, deletion, or corruption of data; unauthorized access to or alteration of your data or transmissions; any act or omission of a third-party provider, carrier, payment processor, or integration partner; delayed, undelivered, filtered, or misrouted messages or calls; any dispute between you and your End Users, employees, or contractors; or any decision you make in reliance on the Services, including any scheduling, dispatch, pricing, estimating, tax, or payroll output.

17.3 Cap

To the maximum extent permitted by law, our aggregate liability arising out of or relating to these Terms and the Services, under any theory of liability, will not exceed the total Subscription Fees paid by you in the twelve (12) months immediately preceding the event giving rise to the claim.

17.4 Professional Services

Fees paid for implementation, onboarding, configuration, data migration, training, or consulting services are excluded from the calculation of the cap in Section 17.3.

17.5 Exclusions from the Cap

The cap in Section 17.3 does not apply to your indemnification obligations under Section 16, your breach of Section 7, amounts you owe for the Services, or any liability that cannot be limited under applicable law.

17.6 Basis of the Bargain

The disclaimers, exclusions, and limitations in Sections 15 and 17 allocate risk between the parties, are an essential basis of the bargain, are severable and independent of every other provision of these Terms, and apply even if any limited remedy is found to have failed of its essential purpose.

17.7 Time Limit

Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim arose, or it is permanently barred, except where a longer period is required by applicable law.

18. Term, Suspension, and Termination

18.1 Term

These Terms apply while you use the Services.

18.2 Termination for Breach

Either party may terminate for material breach not cured within thirty (30) days after written notice describing the breach. You may cancel in accordance with Section 4.8.

18.3 Suspension

We may suspend the Services for non-payment, security risk, or violation of Sections 6, 7, or 9. Where the breach is capable of cure and does not present a security, legal, regulatory, or carrier-standing risk, we will give you notice and ten (10) days to cure before suspending.

18.4 Termination Without Cause

We may terminate these Terms without cause on thirty (30) days' notice, in which case we will refund prepaid fees for the unused portion of your then-current billing period.

18.5 Effect of Termination

On termination, your right to use the Services ends and all amounts accrued through the effective date remain payable.

18.6 Data Export

If you request it in writing within thirty (30) days after the effective date of termination, we will provide you with a copy of your Customer Content in a machine-readable format at no charge, within thirty (30) days after your request. Requests should be sent to support@byxlsoft.com. We may delete Customer Content after the later of (a) the close of the thirty (30) day request window and (b) our fulfilment of any request made within that window, and after that point we have no obligation to maintain, provide, or restore it. We are not required to remove Customer Content from backup media until those copies are deleted in the ordinary course of our retention cycle, and we will continue to protect Customer Content in accordance with these Terms until deletion. We may retain Customer Content where required by applicable law or where reasonably necessary to resolve a dispute, enforce these Terms, or prevent fraud. We may decline, or charge a reasonable fee for, repeated or unreasonably burdensome requests.

18.7 Survival

Sections 2, 4 (as to accrued amounts), 6, 7, 8.1, 8.2, 8.4, 8.5, 9.5, 10.2, 11, 12, 14, 15, 16, 17, 18.5 through 18.7, 20, and 21 survive termination or expiration of these Terms, together with any other provision that by its nature should survive.

19. Changes to the Services and Terms

We may update these Terms from time to time. For material changes, we will provide at least thirty (30) days' advance notice by email to your account's billing contact and by notice within the Services, and will update the "Last Updated" date. Non-material changes, including clarifications and corrections, take effect when posted. Continued use of the Services after the effective date of a change constitutes acceptance. If you do not agree to a material change, you may cancel in accordance with Section 4.8 before it takes effect.

20. Governing Law and Dispute Resolution

20.1 Governing Law

These Terms are governed by the laws of the State of Nevada, United States, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Sections 20.2 through 20.12, the parties submit to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada.

PLEASE READ SECTIONS 20.2 THROUGH 20.12 CAREFULLY. THEY REQUIRE MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION RATHER THAN IN COURT, WAIVE YOUR RIGHT TO A JURY TRIAL, AND WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. SECTION 20.11 GIVES YOU THIRTY (30) DAYS TO OPT OUT.

20.2 Informal Resolution First

Before commencing arbitration, the initiating party must send the other a written notice describing the dispute in reasonable detail and the specific relief sought — to us at legal@bookwrench.com with a copy by certified mail to BYXL Software LLC, 4570 Donovan Way STE 112, North Las Vegas, NV 89081, Attn: Legal; and to you at the email and postal address in your account. The parties will attempt in good faith to resolve the dispute for sixty (60) days after the notice is received. Arbitration may not be commenced before that period expires. Any applicable limitations period is tolled during it.

20.3 Agreement to Arbitrate

Except as provided in Section 20.4, any dispute or claim arising out of or relating to these Terms, the Services, or your relationship with BookWrench — whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before or after termination — will be resolved by final and binding individual arbitration and not in court.

20.4 Exceptions

Either party may (a) bring an individual claim in small claims court if the claim qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, or trade secrets, or in aid of arbitration. We may bring an action in the courts identified in Section 20.1 to collect amounts you owe us.

20.5 Rules and Forum

The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules in effect when the arbitration is commenced, including any applicable expedited procedures, before a single arbitrator. Any in-person hearing will take place in Clark County, Nevada, or at another location the parties agree. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator will apply the law specified in Section 20.1, will give effect to applicable statutes of limitation, and will issue a written, reasoned award. Judgment on the award may be entered in any court of competent jurisdiction.

20.6 Authority of the Arbitrator

The arbitrator has exclusive authority to resolve any dispute concerning the interpretation, applicability, enforceability, or formation of this Section, except that a court has exclusive authority to determine the enforceability of Section 20.7. The arbitrator may award any relief available to an individual party under applicable law and these Terms, and only in favor of the individual party seeking relief.

20.7 Class Action Waiver

ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES ONLY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. Unless both parties agree otherwise, the arbitrator may not consolidate or join the claims of more than one person or party and may not preside over any form of consolidated, representative, or class proceeding.

20.8 Coordinated Claims

If twenty-five (25) or more substantially similar demands for arbitration are filed against us by or with the assistance of the same counsel or coordinated group, the demands will be administered in sequential batches of no more than fifty (50), with a single arbitrator appointed per batch, and the parties will cooperate with the AAA to implement this process. Limitations periods are tolled for demands awaiting a batch.

20.9 Jury Trial Waiver

EACH PARTY WAIVES ANY CONSTITUTIONAL OR STATUTORY RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BEFORE A JUDGE OR JURY, except as provided in Section 20.4.

20.10 Severability

If any part of Sections 20.2 through 20.12 other than Section 20.7 is found unenforceable, it will be modified to the minimum extent necessary and the remainder enforced. If Section 20.7 is found unenforceable as to a particular claim, that claim will be severed and resolved in the courts identified in Section 20.1 while all remaining claims are arbitrated. If Section 20.7 is found unenforceable in its entirety, then Sections 20.2 through 20.12 are void in their entirety and all disputes will be resolved in the courts identified in Section 20.1.

20.11 Your Right to Opt Out

You may opt out of Sections 20.2 through 20.12 by sending written notice within thirty (30) days after you first become subject to them, to legal@bookwrench.com and by mail to BYXL Software LLC, 4570 Donovan Way STE 112, North Las Vegas, NV 89081, Attn: Legal. Your notice must state your business name, the email address associated with your account, and an unequivocal statement that you are opting out of arbitration. Opting out does not affect any other provision of these Terms, and we will not terminate your account or change your pricing because you opt out.

20.12 Confidentiality and Survival

The arbitration and any ruling or award will be kept confidential by both parties, except as required by law or to enforce the award. This Section survives termination of these Terms and of your relationship with us.

21. General

These Terms, plus any order form, DPA, and the Privacy Policy, are the entire agreement between the parties. Where terms conflict, a signed order form or addendum executed by an authorized officer of BookWrench controls, then these Terms, then other incorporated documents. If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the rest remains in effect. Neither party is liable for delays caused by events beyond its reasonable control (force majeure), other than obligations to pay money. You may not assign these Terms without our consent, including by merger, change of control, or operation of law; we may assign in connection with a merger, financing, reorganization, or sale. Failure to enforce a provision is not a waiver. We may give notice by email to the contacts in your account or by notice within the Services, and notice is effective when sent; you are responsible for keeping your contact information current. Headings are for convenience only. "Including" means "including without limitation." All amounts are in U.S. dollars. These Terms are made in English, and the English version controls. Nothing in these Terms confers any right or remedy on any person other than you and us; your End Users are not third-party beneficiaries.

22. Contact