Terms of Service

1. Definitions

In these Terms:

• "Pedant Studios", "we", "us", or "our" means Pedant Studios LLC.
• "Service" means our products and websites, including pedantstudios.com, docs.pedantstudios.com, and applications such as WebCenter.
• "Customer" means the individual or organization that signs up for an account and agrees to these Terms. For WebCenter, the Customer is typically the firm whose administrator creates the account.
• "Authorized Users" means individuals the Customer permits to use the Service through the Customer's account — for WebCenter, these are typically the firm's employees.
• "Customer Data" means information the Customer or its Authorized Users submit to or generate within the Service, including time clock entries, mileage records, schedules, and messages.
• "You" means the Customer or, where context requires, an Authorized User.

2. Acceptance and who is bound

By creating an account, accessing the Service, or clicking "I agree" (or similar) when prompted, you accept these Terms. If you do not accept them, do not use the Service.

If you are signing up on behalf of an organization (a firm using WebCenter, for example): you represent that you have the authority to bind that organization to these Terms. "Customer" includes both you personally and the organization.

If you are an Authorized User accessing the Service through a Customer's account (an employee of a firm using WebCenter, for example): on your first sign-in, we will ask you to indicate acceptance of these Terms before allowing further use of the Service. By accepting, you enter into a direct contractual relationship with Pedant Studios with respect to your individual use of the Service — including your obligations under section 4 (Account registration and security), section 7 (Acceptable use), and other provisions that by their terms apply to you individually. The Customer's separate agreement with us governs the Customer's commercial relationship with Pedant Studios (billing, plan caps, indemnification by the Customer, and so on); these Terms also govern your direct, personal use of the Service.

If you have linked your account to multiple Customers (multi-firm use in WebCenter): these Terms apply to your individual use of the Service across all Customers you are linked to. Your relationship with each Customer is governed by that Customer's own arrangements with you (such as your employment agreement). Pedant Studios maintains a strict cross-Customer privacy boundary as described in our Privacy Policy.

3. The Service

We provide the Service as described on our websites and in the in-product documentation. We may update, modify, or improve the Service from time to time. While in beta, features may change, be added, or be removed without prior notice; we will endeavor to give reasonable notice of significant changes that would materially affect a Customer's use of the Service.

Beta status. Some or all features of the Service are currently in beta. Beta features are provided "AS IS" for evaluation, may have bugs, may be modified or discontinued, and are not subject to the warranties or service-level commitments that may apply to generally available offerings.

What we do not commit to. Unless explicitly stated in a separate written agreement, we do not commit to:

• Specific uptime percentages or service-level agreements
• Native API integrations with any third-party service (WebCenter exports CSV; we do not promise direct integrations with payroll providers, accounting systems, or similar)
• Compatibility with any particular browser, operating system, or device beyond what we publicly support
• Continued availability of any specific feature

4. Account registration and security

To use the Service, you'll create an account. You agree to:

• Provide accurate, current, and complete information at signup, and keep it updated
• Keep your credentials confidential
• Be responsible for activity that occurs under your account, whether or not you authorized it
• Notify us promptly if you become aware of unauthorized access to your account

For WebCenter Customers: you are responsible for managing Authorized Users — adding, removing, and setting their permissions — and for the actions Authorized Users take in your account.

5. Subscription, billing, and cancellation

Plans

The Service is offered in plan tiers as described on our website and in-product. WebCenter currently offers a Free plan, a paid plan billed per active location with a graduated discount for three or more locations, and a 14-day trial of paid features. Specific pricing is shown at signup and on the in-app billing page.

Trial

A trial is available once per Customer account and is intended for evaluation. At the end of the trial, the account reverts to the Free plan unless the Customer chooses to upgrade to a paid plan. We do not automatically charge any payment method as a result of trial expiration.

Recurring billing

Paid plans are billed monthly by default through our payment processor (Stripe). By starting a paid plan, you authorize us to charge the payment method you provide for the recurring fees on the schedule shown at checkout, until you cancel. Your subscription will automatically renew at the end of each billing cycle at the then-current rate unless cancelled in advance.

After you start a paid plan, you'll receive a confirmation email summarizing your subscription, the recurring charge amount and frequency, and a link to manage or cancel it. Where required by applicable law — for example, before an annual subscription anniversary or any material price change — we'll send a reminder before the renewal.

Cancelling your subscription

You can cancel your subscription at any time, online and self-service, from Admin → Billing → Manage Subscription in WebCenter (which opens the Stripe Customer Portal). No phone call, written notice, or chat session is required. Cancellation takes effect at the end of the current paid billing period; you'll keep paid features until then. You'll receive a confirmation email after the cancellation is processed.

Past-due grace period

If a payment fails, your account enters a "past due" state. You'll have a grace period of 7 days during which the Service remains available, with a banner prompting you to update your payment method. After the grace period, write actions in the Service may be suspended until the payment is current. We do not delete data during this grace period.

Refunds

Subscription fees are non-refundable except where required by applicable law. We do not pro-rate refunds for partial months. If you cancel mid-billing-period, you keep paid features until the end of that period and are not charged again.

Taxes

Fees are exclusive of taxes unless otherwise stated. You are responsible for any sales, use, value-added, or similar taxes assessed on the Service in your jurisdiction.

Pricing changes

We may change prices for paid plans. We'll provide reasonable advance notice (typically at least 30 days) before any price increase takes effect for an existing Customer; price increases apply at the next billing cycle on or after the effective date of the change.

Self-service threshold

These Terms are designed for self-service Customers. For Customers whose annual fees exceed twenty-five thousand dollars ($25,000), Pedant Studios may at its discretion require execution of a separately-negotiated Master Subscription Agreement (MSA) before continued use of the Service. We encourage any Customer approaching this threshold to contact us in advance to discuss appropriate terms. Until any such MSA is executed, these Terms continue to apply, subject to the limitations in section 12 (including the self-service ceiling described there).

6. Customer Data and intellectual property

Customer Data

As between Pedant Studios and the Customer, the Customer owns its Customer Data. The Customer grants Pedant Studios a non-exclusive, worldwide, royalty-free license to use, host, copy, transmit, and display Customer Data solely as necessary to provide and improve the Service for the Customer, to support the Customer, and to comply with applicable law. This license ends when the relevant Customer Data is deleted in accordance with these Terms and our Privacy Policy.

Our intellectual property

The Service — including the software, design, content we create, trademarks, and documentation — is owned by Pedant Studios or our licensors and is protected by intellectual property laws. We grant the Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term, solely for the Customer's internal business purposes and in accordance with these Terms. Nothing in these Terms transfers ownership of any of our intellectual property to the Customer.

Aggregated and de-identified data

We may use aggregated, de-identified information derived from Customer Data — information that cannot reasonably be used to identify the Customer or any individual — for purposes such as service improvement, analytics about feature usage, and benchmarking. We do not sell this data and do not use it for advertising.

Feedback

If you provide us with suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback to improve the Service, without any obligation to attribute or compensate you. You're not required to provide feedback, and your feedback won't include any of your confidential information unless you specifically choose to share it for that purpose.

7. Acceptable use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party right (including labor, employment, tax, and privacy laws)
• Infringe or misappropriate intellectual property rights
• Submit Customer Data you do not have the right to submit, or that contains malware, viruses, or other harmful code
• Attempt to reverse-engineer, decompile, or disassemble the Service except to the extent permitted by applicable law
• Probe, scan, or test the vulnerability of the Service except through a coordinated security disclosure
• Attempt to gain access to data, accounts, or systems you are not authorized to access (including any attempt to bypass the cross-tenant privacy boundary in WebCenter)
• Use the Service to send spam, harass others, or in a manner intended to harm employees or other Authorized Users
• Use the Service in connection with high-risk activities where failure of the Service could result in personal injury or significant property damage
• Resell, sublicense, or rent the Service to third parties without our written permission
• Interfere with or disrupt the Service, including by overwhelming it with traffic or scraping it at scale

We may investigate suspected violations and take action — including suspending or terminating accounts — as described in section 8.

8. Suspension and termination

By the Customer

The Customer may terminate the Service at any time by cancelling the subscription (for paid plans) and ceasing use of the Service. Termination of a paid plan takes effect at the end of the current billing period unless otherwise required by law.

By Pedant Studios

We may suspend or terminate the Customer's access to the Service:

• For cause — if the Customer materially breaches these Terms (including the Acceptable Use section), or if continued provision of the Service to the Customer creates legal, security, or operational risk to us, our other customers, or third parties. We will provide reasonable notice and an opportunity to cure where practical.
• For non-payment — after the past-due grace period described in section 5, write access may be suspended; sustained non-payment may result in termination.
• For convenience — by giving the Customer at least 30 days' written notice. If we terminate a paid Customer for convenience mid-billing-period, we'll refund the prorated portion of pre-paid fees for the unused remainder of the period.

Effect of termination

On termination of an account:

• Access to the Service ends.
• For at least 30 days after termination, the Customer may request export of Customer Data via the contact form. We'll provide a reasonable export in CSV or similar standard format.
• After the export window, Customer Data will be deleted in accordance with our Privacy Policy and any retention obligations under applicable law (such as records required for tax or legal compliance).
• Sections of these Terms that by their nature should survive termination (including limitation of liability, indemnification, confidentiality, governing law, and accrued payment obligations) will survive.

9. Confidentiality

Each party may receive non-public information from the other party that is confidential ("Confidential Information"). Confidential Information includes Customer Data and the Service's non-public technical details. Each party agrees to:

• Use Confidential Information only as needed to perform under these Terms
• Protect Confidential Information using at least the same care it uses to protect its own confidential information of similar importance, and no less than reasonable care
• Not disclose Confidential Information to third parties except to its personnel and contractors with a need to know who are bound by similar confidentiality obligations

These obligations don't apply to information that is or becomes public through no breach of these Terms, was lawfully known to the receiving party before disclosure, is independently developed, or is rightfully obtained from a third party. Disclosure required by law is permitted with prompt notice to the other party where lawful.

10. Warranties and disclaimers

We will provide the Service in a workmanlike manner consistent with industry standards for similar offerings.

OTHER THAN AS EXPRESSLY SET OUT IN THIS SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Service will be uninterrupted or error-free, that defects will be corrected, that the Service is free of viruses or other harmful components, or that the Service will meet your specific requirements. Beta features are provided without any warranties whatsoever.

11. Indemnification

By the Customer. The Customer agrees to defend, indemnify, and hold harmless Pedant Studios, its officers, employees, and contractors from and against any third-party claims, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Customer Data or the Customer's or its Authorized Users' use of the Service in violation of these Terms or applicable law, (b) the Customer's violation of any third-party right, including intellectual property or privacy rights, (c) employment-related claims by the Customer's employees or former employees, except to the extent caused by Pedant Studios's gross negligence or willful misconduct.

By Pedant Studios. We agree to defend, indemnify, and hold harmless the Customer from and against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a valid US patent, copyright, or trademark. Our obligation does not apply to claims arising from: (a) Customer Data, (b) modifications to the Service not made by us, (c) use of the Service in combination with products or services not provided by us, where the claim would not have arisen but for that combination, (d) use of the Service after we have advised the Customer to discontinue use due to a potential infringement claim, or (e) features clearly designated as beta or pre-release.

Procedure. The party seeking indemnification will: (a) promptly notify the indemnifying party of the claim, (b) allow the indemnifying party to control the defense and settlement of the claim (provided that no settlement requiring an admission of liability or material payment by the indemnified party may be made without that party's consent), and (c) provide reasonable cooperation in the defense.

The indemnification obligations in this section are subject to the limitation of liability in section 12.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) No indirect damages. Neither party will be liable to the other for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.

(b) Cap on direct damages. Each party's total cumulative liability arising out of or related to these Terms or the Service — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the greater of (i) the total fees paid or payable by the Customer to Pedant Studios in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) one hundred dollars ($100).

(c) Self-service ceiling. Notwithstanding subsection (b), for Customers who have not entered into a separately-negotiated written agreement with Pedant Studios that supersedes these Terms (a "Master Subscription Agreement" or MSA), Pedant Studios's total cumulative liability under subsection (b) shall not exceed twenty-five thousand dollars ($25,000) in the aggregate, regardless of the fees actually paid. Customers whose annual fees exceed (or are projected to exceed) the self-service threshold described in section 5 are encouraged to contact us to enter into an MSA, which may provide for a higher liability cap and other negotiated terms appropriate to the Customer's scale.

(d) Exclusions from the cap. The cap and exclusions in this section do not apply to: a party's indemnification obligations; the Customer's obligation to pay fees; either party's gross negligence, willful misconduct, or fraud; or any liability that cannot be limited under applicable law.

(e) Free plan acknowledgment. The Customer acknowledges that we provide the Free plan at no charge, in part in reliance on the limitations of liability in this section. The $100 floor in subsection (b) is intended as a meaningful, if minimum, allocation of risk for Customers who have paid no fees, and is not a refund of fees.

(f) Basis of the bargain. The parties agree that these limitations are an essential basis of the bargain between them and would not enter into these Terms without them.

13. Privacy

Our handling of personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms. For Customer Data that is personal information processed on behalf of a Customer (for example, employee data in WebCenter), Pedant Studios acts as a processor and the Customer acts as the controller, as further described in the Privacy Policy.

14. Term and changes to these terms

Term

These Terms apply from the time you first access the Service and continue until terminated as described in section 8. For paid plans, the term renews automatically at the end of each billing cycle until cancelled.

Changes

We may update these Terms from time to time. The "Last updated" date at the top reflects the most recent revision. For material changes — for example, changes to billing, the limitation of liability, or the dispute-resolution section — we'll provide at least 30 days' advance notice by email to the Customer's account contact and by a notice on the website. Non-material changes (clarifications, formatting, fixes to broken links) take effect when posted.

By continuing to use the Service after the effective date of a change, you accept the updated Terms. If you do not accept the updated Terms, you must stop using the Service before the effective date.

15. Governing law, venue, and disputes

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal dispute resolution. Before filing any claim arising under or related to these Terms or the Service, the party with the claim must give the other party written notice describing the dispute and a proposed resolution. The parties will then attempt in good faith to resolve the dispute within thirty (30) days of the notice. Notice to Pedant Studios should be sent through the contact form on pedantstudios.com or by another channel reasonably calculated to reach us. This requirement does not apply to claims for injunctive or other equitable relief, or to claims that, if delayed, would cause irreparable harm.

Any dispute that is not resolved through the informal dispute resolution process described above will be brought exclusively in the state or federal courts of competent jurisdiction located in or having jurisdiction over the City of Hampton, Virginia, and each party consents to the personal jurisdiction of those courts.

Each party waives any right to a jury trial. To the extent permitted by law, claims must be brought within one year after the cause of action arose, or be permanently barred.

Note: For the beta period, these Terms include an informal dispute resolution process (above) but do not include a binding arbitration clause or class-action waiver. At general availability, we expect to add a binding arbitration clause and class-action waiver, with appropriate advance notice to existing Customers.

16. General provisions

Entire agreement

These Terms, together with our Privacy Policy and any plan-specific or product-specific terms referenced from them, are the entire agreement between Pedant Studios and the Customer about the Service, and supersede any prior agreements.

Severability

If any provision of these Terms is held to be unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable while preserving the parties' original intent.

No waiver

Our failure to enforce any provision is not a waiver of our right to enforce it later.

Assignment

The Customer may not assign these Terms or delegate its obligations without our prior written consent (except to a successor in a merger, acquisition, or sale of all or substantially all of the Customer's business or assets, with notice to us). We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our business or assets.

Force majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, acts of war or terrorism, government actions, large-scale failures of the internet or third-party infrastructure, or labor disputes. The affected party will use commercially reasonable efforts to mitigate and resume performance.

Notices

We give notices to Customers by email to the account contact, by posting on the website, or in-product. Customers give notices to us through the contact form on pedantstudios.com.

No third-party beneficiaries

These Terms do not create any third-party beneficiary rights other than those expressly stated. Authorized Users who have personally accepted these Terms have the direct rights and obligations set out for them in these Terms with respect to their own use of the Service. However, Authorized Users are not third-party beneficiaries of provisions that by their terms apply only between Pedant Studios and the Customer (such as billing, plan caps, and indemnification by the Customer).

Export control

You agree to comply with all applicable export and import laws of the United States, and you represent that you are not located in, or a resident of, a country or territory subject to comprehensive US sanctions, and are not on any US government restricted-party list.

Relationship

The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship.

Contact

Questions about these Terms: contact us. Pedant Studios LLC, postal address available on request via the contact form.

These Terms are provided in good faith for use during our beta period. They are not legal advice. If you have questions about how they apply to your specific situation, you may want to consult an attorney.