End User License Agreement (EULA)

for Sovelus “Job Shack”

IMPORTANT—READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between Sovelus, Inc. (“Sovelus,” “we,” “us,” or “our”) and the individual or legal entity that accesses or uses the Service (“you,” “Client,” or “Authorized User”). By clicking “I agree,” creating an account, installing any optional Sovelus mobile app shell, or otherwise using Job Shack (collectively, the “Service”), you agree to be bound by this EULA and our Privacy Policy. If you do not agree, do not use the Service.

If you accept on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity, and “you/Client” refers to that entity.

1. Definitions

1.1 “Sovelus” means Sovelus, Inc., a Washington corporation, together with its affiliates.

1.2 “Job Shack” means Sovelus’s hosted software-as-a-service product currently branded “Job Shack,” including related websites, admin consoles, APIs, documentation, and optional Mobile App Shells.

1.3 “Service” has the same meaning as “Job Shack.” References to the “Service” include any rebranded or successor versions provided by Sovelus.

1.4 “Mobile App Shells” means Sovelus’s optional iOS and Android applications that embed a web view to access the hosted Service at a configured URL and provide no standalone functionality beyond presenting the Service, handling sign-in, deep links, notifications, and permitted offline caching.

1.5 “Local Tools” (if any) means any separately provided, downloadable utilities (e.g., a connector/agent, CLI, or importer) that facilitate access to or synchronization with the Service and are identified by Sovelus as “Local Tools.”

1.6 “Client Content” means any data, files, text, images, or other materials uploaded to or processed by the Service by you or your Authorized Users, including data synced from third-party systems (e.g., QuickBooks Online/QuickBooks Desktop, Sage 100 Contractor, Sage Intacct).

1.7 “Software” means, collectively, the Mobile App Shells and any Local Tools.

2. Scope; Relationship to Other Terms

This EULA governs your license and permitted use of the Service and Software. Commercial terms (pricing, subscription, payment, renewals) are governed by the applicable Order Form or online plan selection (the “Order”). The Privacy Policy describes how we collect and process personal data. If Sovelus and Client sign a master agreement or DPA, that agreement controls any conflict with this EULA solely for the covered subject matter.

3. License Grant and Access

Service (SaaS). Sovelus grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for internal business use to access and use the hosted Service during the subscription term.

Mobile App Shells. Sovelus grants you a limited license to download, install, and use the Mobile App Shells solely to access the hosted Service. The Mobile App Shells have no independent functionality apart from accessing the Service.

Local Tools (if any). If Sovelus makes Local Tools available, Sovelus grants you a limited license to install and use them solely with the Service and per documentation and any additional terms.

Third-Party Integrations. The Service may interoperate with third-party products/services (e.g., Intuit/QuickBooks, Sage). Their terms govern their services. Sovelus is not responsible for their availability or changes.

4. Accounts; Authorized Users; Security

You must provide accurate, current, and complete account information and keep it updated. You are responsible for the configuration of roles/permissions and all activity under your account by Authorized Users. Keep credentials confidential and notify support@sovelus.com of suspected unauthorized access. Sovelus is not liable for losses arising from credentials under your control.

5. Client Content and Data

5.1 Ownership.

As between the parties, Client retains all right, title, and interest in and to Client Content.

5.2 License to Operate.

Client grants Sovelus a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, copy, process, transmit, display, and create derivative works of Client Content solely as necessary to provide, maintain, secure, support, and improve the Service (including backups, logs, analytics, quality, and safety).

5.3 Client Responsibilities.

Client represents and warrants that it has obtained all rights and consents necessary to submit Client Content (including personal data of Authorized Users) and that its use of the Service and all Client Content complies with applicable laws and third-party terms.

5.4 Retention and Deletion.

Client Content is accessible only while the Client’s subscription is active. If a subscription lapses or is canceled, the account may be re-activated for up to six (6) months; after that period, Sovelus may permanently delete Client Content, in whole or in part, without further notice and without any obligation to maintain, provide, or restore it. If the Client initiates a tenant/company deletion within the Service, access to Client Content is disabled immediately and Sovelus has no obligation to maintain, provide, or restore such data.

5.5 Backups; Legal Requirements.

Sovelus may retain limited residual copies of Client Content for a time-bounded period in systems maintained for business continuity, security, and legal compliance. Such copies are not ordinarily accessible and are purged in the ordinary course. Sovelus may also retain or preserve specific information where required by applicable law (including preservation in response to a valid legal hold or binding order). Sovelus is under no obligation to make any retained information available to Client or any third party unless required by law.

5.6 Controller/Processor Allocation.

As between the parties, Client is the controller of Client Content and Sovelus acts as processor. Sovelus will process Client Content only on Client’s documented instructions and in accordance with this EULA. Sovelus does not provide data escrow, custom archival, or restoration services unless required by law.

5.7 Data-Subject Requests (Client Content).

Sovelus will not respond directly to data-subject requests relating to Client Content (including requests to access, correct, or delete employment/time records) and will refer such requests to Client, except where Sovelus is legally required to respond.

5.8 Export.

During an active subscription, Client may export Client Content via the Service’s available features. Following lapse, cancellation, or tenant/company deletion, Sovelus has no obligation to provide or restore Client Content except as required by law.

6. Acceptable Use; Restrictions

You and your Authorized Users shall not: (a) copy, modify, translate, or create derivative works of the Service/Software; (b) reverse engineer, decompile, or attempt to discover source code or underlying ideas; (c) rent, lease, sell, sublicense, transfer, or provide the Service/Software to third parties (except Authorized Users); (d) remove or alter proprietary notices; (e) use the Service in a manner that degrades performance or circumvents technical limits (including excessive automated requests or scraping without permission); (f) upload or transmit unlawful, harmful, infringing, or malicious content (including malware); or (g) use the Service to violate law or third-party rights. Sovelus may suspend access (with notice where practicable) for material or repeated breach.

7. Confidentiality

“Confidential Information” means non‑public information disclosed by one party to the other that is marked or reasonably understood to be confidential (including Client Content, product roadmaps, pricing, security designs). The receiving party will use Confidential Information only to fulfill this EULA, protect it with reasonable care, and not disclose it to third parties except to personnel and service providers bound by confidentiality. Exclusions apply for information that is public without breach, known without duty, independently developed, or obtained from a third party without duty. If legally compelled to disclose, the recipient will (where lawful) provide notice and reasonably cooperate for protective treatment.

8. Intellectual Property; Feedback

Sovelus and its licensors retain all rights in the Service/Software. No rights are granted except as expressly stated. Feedback may be used by Sovelus without restriction or obligation.

9. Updates; Availability; Changes

Sovelus may improve or modify the Service/Software, including patches, updates, and new features. Sovelus may change or discontinue features that become impractical (e.g., due to third‑party API changes), but will not materially reduce core functionality of your subscribed plan during a current paid term without providing reasonable alternatives.

Sovelus may update this EULA. Material changes will be presented for re‑acceptance. Non‑material changes become effective upon posting; continued use after posting means acceptance. If you do not accept material changes, Sovelus may suspend or terminate access.

No SLA or Credits. Unless expressly agreed in a separate signed order, Sovelus does not guarantee uptime or performance levels and does not offer service credits.

10. Payment; Taxes

Commercial terms are governed by the applicable Order Form or online plan selection.

11. Privacy; Security

Sovelus processes personal data per its Privacy Policy. Sovelus implements reasonable technical and organizational measures appropriate to the Service. No system is 100% secure; you are responsible for securing your environment and endpoints.

12. AI Features (If Available and Enabled)

Certain optional modules may provide AI‑assisted features. AI outputs may be inaccurate, incomplete, or inappropriate for a specific context. You are responsible for evaluating and verifying AI outputs before use. Do not submit sensitive or regulated data unless permitted by your policies and applicable law. Sovelus may log prompts/outputs for safety, abuse prevention, quality, and improvement, as described in the Privacy Policy, when such modules are enabled.

Retrieval Augmented Generation (RAG) and Embeddings.
If AI modules are enabled, the Service may generate and store embeddings of selected Client Content in a tenant-segregated index and may transmit minimal context snippets and prompts to third-party model providers solely to process the applicable request. Such providers act as Sovelus subprocessors and are contractually prohibited from using Client Content to train or improve their foundation models. Embeddings and indices are treated as Client Content. Client remains responsible for (i) the accuracy and legality of Client Content submitted to AI features, and (ii) reviewing AI outputs before use.

13. Integrations; Third‑Party Dependencies

The Service may rely on third‑party APIs and services (e.g., Intuit/QuickBooks, Sage). Outages, changes, limits, or deprecations of such services are outside Sovelus’s control and not covered by any uptime commitment. Sovelus will use commercially reasonable efforts to restore compatibility when feasible.

14. Platform Terms (App Stores)

Your use of the Mobile App Shells must comply with the usage rules of the applicable app store (Apple App Store, Google Play). The app store provider has no warranty or support obligations and is a third‑party beneficiary of this EULA solely for the Mobile App Shells.
Apple and Google are third-party beneficiaries of this EULA with respect to the Mobile App Shells and may enforce this EULA against you.

15. Suspension; Termination

Sovelus may suspend access for (a) non‑payment; (b) security risk; (c) suspected violation of law or this EULA; or (d) to comply with law or third‑party terms. Either party may terminate for material breach uncured 30 days after written notice. Upon termination, your rights under Sections 3–4 cease; Sections intended to survive (including 5–9 and 11–21) remain in effect. Data export/retention is in Section 5.

16. DISCLAIMER OF WARRANTIES

THE SERVICE AND SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SOVELUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. SOVELUS DOES NOT WARRANT UNINTERRUPTED OR ERROR‑FREE OPERATION OR THAT DEFECTS WILL BE CORRECTED.

17. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, REVENUE, GOODWILL, OR DATA) ARISING OUT OF OR RELATED TO THIS EULA, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS EULA WILL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO SOVELUS FOR THE SERVICE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS OR A PARTY’S LIABILITY FOR WILLFUL MISCONDUCT OR AMOUNTS AWARDED FOR IP INFRINGEMENT INDEMNITY UNDER SECTION 18.2.

18. Indemnification

18.1 By Client. You will defend and indemnify Sovelus and its affiliates, officers, directors, and employees from third‑party claims arising out of (a) Client Content; (b) your or your Authorized Users’ use of the Service in violation of law or this EULA; or (c) your integrations or instructions.

18.2 By Sovelus (IP). Sovelus will defend and indemnify Client against third‑party claims that the Service or Software, as provided by Sovelus, directly infringes a U.S. patent, copyright, or trademark. Sovelus may procure rights, modify the Service, or terminate the impacted feature with a pro‑rata refund of prepaid fees for the terminated portion. Sovelus has no obligation for claims arising from (i) combinations with non‑Sovelus items; (ii) Client Content; (iii) misuse or breach; or (iv) compliance with Client specifications. This Section states Sovelus’s entire liability for IP infringement claims.

19. Export; Sanctions

You represent you are not located in, under the control of, or a national/resident of any country subject to U.S. embargo or sanctions and will not export or re‑export the Software or Service in violation of export laws.

20. Dispute Resolution; Arbitration; Class Waiver

Governing Law. Washington State law governs, without regard to conflict of laws.

Negotiation/Mediation. Disputes will first be addressed in good‑faith negotiations, then mediation in Washington.

Arbitration.
If unresolved, disputes shall be finally settled by binding arbitration under the Commercial Rules of the American Arbitration Association in Washington.

Class Action Waiver.
Disputes will be handled only on an individual basis and not as a class or representative action.

Opt‑Out. You may opt out of arbitration and the class action waiver within 30 days of first accepting this EULA by sending your account name, legal entity, and a clear opt‑out statement to support@sovelus.com. Opting out does not affect other terms.

Injunctive Relief. Either party may seek injunctive/equitable relief for unauthorized use/disclosure of Confidential Information or IP infringement.

21. Miscellaneous

Assignment. You may not assign this EULA without Sovelus’s written consent; Sovelus may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

Force Majeure. Neither party is liable for failure to perform due to events beyond reasonable control.

Severability; Waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.

Notices. Legal notices to Sovelus: support@sovelus.com and mail: 9321 NE 72ND AVE B6, Vancouver, WA 98665. Operational notices may be provided via the Service or email to your account contacts.

Entire Agreement. This EULA, the Privacy Policy, and any Order constitute the entire agreement regarding the Service and supersede prior or contemporaneous agreements on the subject.