Terms of Service

These Terms of Service ("Terms") govern access to and use of RevOps Ledger (the "Service"), a software platform owned and operated by TBK Enterprise Consulting LLC, an Alabama limited liability company ("TBK," "we," "us," or "our").

By accessing or using the Service, you agree to these Terms individually and, where applicable, on behalf of the company or other organization whose workspace you access (the "Customer"). If you create, purchase, or administer a workspace for a Customer, you represent that you have authority to bind that Customer to these Terms. If you do not agree to these Terms, do not use the Service.

1. Beta Service

The Service is currently offered as a private beta for evaluation and testing. Beta features may be incomplete, contain errors, change materially, or be discontinued without notice. You should not rely on beta outputs for payroll, compensation, accounting, financial reporting, or other critical business decisions without independent verification. During the private beta, the Service is provided without service-level commitments or guaranteed availability.

2. Eligibility, accounts, and workspace access

You must be at least 18 years old and legally able to enter into a binding agreement to use the Service. Access may be subject to approval. Additional users may join a workspace only when authorized by its workspace owner or administrator.

You must provide accurate account information, keep login credentials confidential, use multi-factor authentication when required, and promptly notify us of suspected unauthorized access. Customer is responsible for its users, workspace roles, permissions, and activity occurring through its accounts, except to the extent caused by TBK's breach of these Terms.

3. Customer Data

"Customer Data" means data, files, configurations, and other content submitted to or processed through the Service by or for Customer. As between the parties, Customer retains all rights in Customer Data. Customer grants TBK a limited, non-exclusive right to host, copy, process, transmit, and display Customer Data only as reasonably necessary to provide, secure, maintain, support, and improve the Service, comply with law, and enforce these Terms.

Customer represents that it has all rights, permissions, and lawful bases needed to provide Customer Data to the Service and permit its processing under these Terms. Customer is responsible for the accuracy, completeness, quality, and legality of Customer Data.

We do not sell Customer Data and do not use Customer workspace data to train artificial intelligence or machine-learning models.

4. Security

We maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. These safeguards may include authentication controls, role-based access controls, private file storage, audit logging, multi-factor authentication for privileged accounts, and database-level row-level security ("RLS") policies designed to isolate Customer Data by workspace and prevent authenticated users from accessing another workspace's data.

No system, transmission method, or security control is completely secure. We do not warrant that unauthorized access, loss, or disclosure will never occur. Customer is responsible for appropriately configuring its workspace, managing authorized users, protecting credentials, and maintaining copies of data it requires for business continuity.

5. Acceptable use

You may not:

• access or attempt to access another customer's workspace or data without authorization;
• upload malicious code, harmful files, or content designed to disrupt or exploit the Service;
• probe, scan, or test the vulnerability of the Service without prior written permission;
• bypass access, usage, or security controls;
• reverse engineer, decompile, copy, resell, sublicense, or commercially exploit the Service except where applicable law prohibits this restriction;
• use the Service to violate law, infringe third-party rights, or process data without necessary authorization; or
• interfere with the integrity, security, availability, or performance of the Service.

6. Subscriptions, billing, and cancellation

Paid subscriptions are purchased per workspace and billed in advance on a monthly or annual basis, as shown at purchase or in an applicable order form. Subscriptions automatically renew for successive periods of the same length unless canceled before the renewal date. Customer authorizes TBK and its payment processor to charge applicable subscription fees, taxes, and other disclosed charges to the payment method on file.

Fees are non-refundable and non-creditable except where required by law or expressly stated in an order form. Customer may cancel a subscription at any time, and cancellation takes effect at the end of the then-current paid billing period. Customer will retain access through that period unless access is suspended or terminated under these Terms. Upgrades may take effect immediately and be prorated. Downgrades ordinarily take effect at the next renewal period.

We may change prices by providing reasonable advance notice, with the change taking effect at the next renewal. If payment is overdue or fails, we may restrict features or suspend the workspace after notice where reasonably practicable.

Canceling a subscription does not automatically delete the workspace or Customer Data. Deleting a workspace does not necessarily cancel an active subscription unless the cancellation is confirmed separately.

7. Service outputs and Customer responsibilities

The Service may generate forecasts, commission calculations, pipeline metrics, analytics, alerts, and other outputs based on Customer Data and Customer-provided configurations. Outputs are provided for informational and operational purposes only and are not authoritative payroll, accounting, tax, legal, employment, or financial records or advice.

Customer is solely responsible for reviewing and validating outputs before using them for compensation, payroll, accounting, financial reporting, employment actions, forecasting, or other business decisions. Customer is also responsible for reviewing configurations, mappings, compensation rules, fiscal settings, formulas, and instructions supplied to the Service. TBK is not responsible for errors or decisions resulting from inaccurate, incomplete, outdated, or improperly configured Customer Data or instructions.

8. Our intellectual property

TBK and its licensors retain all rights, title, and interest in and to the Service, including its software, interfaces, designs, documentation, methodologies, features, functionality, trademarks, and related intellectual property. Subject to these Terms and payment of applicable fees, TBK grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service for Customer's internal business purposes during the subscription term.

If you provide suggestions or feedback about the Service, you grant TBK a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or obligation, provided we do not identify you publicly as its source without permission.

9. Confidentiality

Each party may receive non-public information that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is Customer's Confidential Information. The receiving party will use Confidential Information only to perform or exercise its rights under these Terms and will protect it using reasonable care. These obligations do not apply to information that the receiving party can document is public through no breach, already lawfully known, independently developed without use of the other party's Confidential Information, or lawfully received from a third party without a duty of confidentiality.

A party may disclose Confidential Information when required by law, provided it gives advance notice when legally permitted and reasonably assists with protective measures.

10. Third-party services

The Service may rely on or interoperate with third-party services, including hosting, database, authentication, email, analytics, and payment services. Your use of third-party services may be governed by separate terms and privacy policies. TBK is not responsible for third-party services outside its reasonable control.

11. Service availability and changes

We may modify, update, or discontinue features of the Service. We aim to provide reliable access but do not guarantee that the Service will be uninterrupted, error-free, or available at all times. Maintenance, security events, third-party failures, and circumstances outside our reasonable control may affect availability.

12. Suspension and termination

We may suspend or terminate access if we reasonably believe there has been a material breach of these Terms, nonpayment, unlawful use, a security risk, or conduct that threatens the Service or others. When reasonably practicable, we will provide notice and an opportunity to cure.

Customer may stop using the Service or cancel its subscription at any time. A workspace owner may separately request workspace deletion. Upon termination or deletion, Customer Data will be handled as described in our Privacy Policy. Sections that by their nature should survive termination will survive, including provisions concerning ownership, confidentiality, disclaimers, limitation of liability, indemnification, and disputes.

13. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TBK DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND RESULTS. TBK DOES NOT WARRANT THAT THE SERVICE OR ITS OUTPUTS WILL BE ERROR-FREE, COMPLETE, SECURE, OR SUITABLE FOR CUSTOMER'S PARTICULAR PURPOSE.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF TBK ENTERPRISE CONSULTING LLC AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO TBK FOR THE SERVICE DURING THE ONE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF THE CLAIM ARISES BEFORE CUSTOMER HAS COMPLETED A PAID MONTH, THE CAP WILL BE THE FEES ACTUALLY PAID BY CUSTOMER FOR THE SERVICE TO DATE. THIS CAP IS CUMULATIVE AND APPLIES TO ALL CLAIMS IN THE AGGREGATE, NOT TO EACH CLAIM INDIVIDUALLY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TBK WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR DATA, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

15. Indemnification

Customer will defend, indemnify, and hold harmless TBK and its affiliates, officers, employees, contractors, and agents from third-party claims, damages, losses, liabilities, costs, and reasonable legal fees arising from Customer Data, Customer's or its users' violation of these Terms, Customer's violation of law or third-party rights, or Customer's use of Service outputs for compensation, payroll, accounting, financial reporting, employment, or other business decisions. TBK will promptly notify Customer of an indemnified claim and reasonably cooperate in the defense. Customer may not settle a claim in a manner that admits fault by or imposes obligations on TBK without TBK's written consent.

16. Governing law and disputes

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Alabama, without regard to conflict-of-laws principles. Any legal action or proceeding arising out of or relating to these Terms or the Service must be brought exclusively in the state or federal courts located in Madison County, Alabama, and each party consents to the personal jurisdiction and venue of those courts.

Before filing a claim, each party agrees to provide written notice describing the dispute and to attempt in good faith to resolve it informally for at least 30 days.

17. Changes to these Terms

We may update these Terms from time to time. We will post the revised Terms and update the effective date. If a change materially reduces Customer's rights or materially increases Customer's obligations, we will provide reasonable advance notice through the Service or by email when practicable. Continued use after the effective date constitutes acceptance of the revised Terms.

18. General terms

These Terms, any applicable order form, and policies incorporated by reference constitute the entire agreement regarding the Service and supersede prior discussions concerning the same subject. If an order form conflicts with these Terms, the order form controls only to the extent of the conflict.

Customer may not assign these Terms without TBK's prior written consent. TBK may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets. Neither party is liable for delay or failure caused by events beyond its reasonable control. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver. Headings are for convenience only.

19. Contact

Questions or legal notices regarding these Terms may be sent to support@revopsledger.com.

TBK Enterprise Consulting LLC
Huntsville, Alabama, United States