1. Provision of the Service
1.1 Provision Generally.
The Solution is a proprietary mobile and/or web application, ZeroPunch™ by DAERO, designed to support documentation, task management, and communication workflows in construction project environments. Customer inputs Customer Data into the system. The Service generates Results in the form of structured task reports and documentation.
1.2 Grant of Rights.
DAERO grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for authorized Users solely for internal business purposes during the Term.
1.3 Restrictions.
Customer shall not use the Service for third-party benefit, disclose Results to non-Users, sell or distribute access, reverse engineer the software, or use automated scraping tools. DAERO may suspend Users who materially violate restrictions.
1.4 Customer Cooperation.
Customer must reasonably cooperate with DAERO and provide accurate, complete Customer Data. DAERO shall not be liable for delays, inaccuracies or limitations in providing the Results resulting from Customer's lack of cooperation.
2. Compliance
Each Party shall comply with all laws, regulations and ordinances applicable to its activities. DAERO operates under its published Privacy Policy, which is incorporated into the Agreement.
3. Support, Downtime and Security
3.1 Support.
DAERO provides basic troubleshooting and technical guidance primarily through email and web-based channels, with limited phone-based support, subject to availability and scheduling. Support excludes on-site support, custom development, and training unless agreed in writing.
3.2 Downtime.
DAERO uses commercially reasonable efforts to provide access, with 24-hour advance notice for scheduled downtime when possible.
3.3 Security.
DAERO implements appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Customer Data and will promptly notify Customer of unauthorized access.
4. Ownership and Intellectual Property Rights
4.1 By DAERO.
DAERO retains all right, title and interest in the Service, Solution, and improvements thereof.
4.2 By Customer.
Customer retains ownership of Customer Data and Results. DAERO receives a non-exclusive, non-transferable, royalty-free right to use this data to provide and improve the Service, and may create aggregated or anonymized statistics or data that do not identify Customer.
4.3 Feedback.
Customer agrees to provide feedback upon request, which shall be considered Confidential Information of DAERO, and DAERO shall be free to use, disclose, and otherwise exploit it without compensation.
5. Fees and Other Consideration
5.1 Basic and Premium Versions.
The basic version is free. DAERO reserves the right to change eligibility or charge for access.
5.2 Fees.
Premium subscription Fees are nonrefundable and charged in advance. All amounts are in United States dollars.
5.3 Taxes.
Customer is solely responsible for all such taxes, duties and charges except those on DAERO's income.
5.4 Payment Method.
Customers may pay by credit card or invoice. If invoiced, payment is due within thirty (30) days after date of invoice.
5.5 Late Payments.
Customers pay interest at the lesser of (a) 1.5% per month or (b) the highest rate permissible under Applicable Law, plus collection costs.
6. Auto Renewing Subscriptions
6.1 Auto Renewals.
Subscriptions automatically renew unless cancelled, with authorization to charge on file at the then current subscription rate plus applicable taxes.
6.2 Cancellation of Subscription.
CUSTOMER MAY CANCEL CUSTOMER'S SUBSCRIPTION AT ANY TIME BY PROVIDING NOTICE TO DAERO BY EMAILING DAERO AT support@daerogroup.com. Cancellation is effective the first day of the next billing interval.
6.3 Reaffirmation of Authorization.
Non-cancellation reaffirms that DAERO is authorized to charge Customer's payment method.
7. Term; Termination
7.1 Term.
The Term commences on the Effective Date (first access or subscription start date) and continues for the purchased subscription term unless earlier terminated.
7.2 Termination.
Either party may terminate with thirty (30) days' prior written notice for premium subscriptions, or immediately for material breach not cured within fifteen (15) days. DAERO may terminate immediately upon bankruptcy proceedings not dismissed within sixty days.
7.3 Effects of Termination; Survival.
Upon termination, all rights terminate and Customer must cease use. Any obligations that have accrued prior to expiration or termination, including payment obligations, shall survive. Specified sections survive termination.
8. Customer Responsibilities
Customer is solely responsible for all Customer Data provided by Customer, including for the accuracy, integrity and quality. Customer shall not upload data violating third-party rights, containing malware, or violating Applicable Law. Customer is responsible for adequate notifications to Users regarding the limitations of the Service's Results.
9. Representations and Warranties; Disclaimer
9.1 General Representations.
Both parties warrant they are duly organized, validly existing and in good standing and have authority to execute binding agreements.
9.2 DAERO Limited Warranty.
DAERO promises competent and workmanlike service delivery but doesn't guarantee error-free operation or defect correction.
9.3 Disclaimer.
DAERO disclaims all warranties except those stated above, including MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE and accuracy of results.
10. Limitations of Liability
10.1 Damages Cap.
DAERO's liability shall not exceed the greater of (I) the total amount of Fees paid in the twelve months prior or (II) One Hundred Dollars ($100).
10.2 No Indirect Damages.
Neither party is liable for INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL damages or lost profits.
11. Indemnification
11.1 DAERO Indemnification.
Applies to paid version users only; covers third-party claims of IP infringement.
11.2 Customer Indemnification.
Customer indemnifies DAERO against claims involving Customer Data violations.
11.3 Process.
Requires prompt written notice and allows the indemnifying party to control defense.
11.4 Exclusions.
DAERO's obligations don't apply to misuse, unauthorized modifications, or third-party data.
12. Confidentiality
12.1 Definition.
Information clearly labeled or identified as confidential qualifies, with exceptions for publicly known information.
12.2 Obligations.
Parties must protect confidential information with reasonable care.
12.3 Return/Destruction.
Upon termination, parties return or destroy confidential information.
13. Miscellaneous
13.1 Assignment.
DAERO may assign without consent; Customer cannot without written approval.
13.2 Entire Agreement.
This document supersedes all prior or contemporaneous agreements.
13.3 Modification.
DAERO may modify terms by posting on the Service; continued use constitutes acceptance.
13.4 Notices.
Delivered via email, overnight, or certified mail to designated addresses.
13.5 Force Majeure.
DAERO not liable for failures from acts beyond reasonable control.
13.6 Choice of Law/Arbitration.
Governed by Delaware law; disputes settled through AAA binding arbitration, not litigation.
13.7 Injunctive Relief.
DAERO may seek court relief for IP/confidentiality breaches without posting bond.
13.8 Relationship.
Parties are independent contractors with no partnership or agency relationship.
13.9 Waiver.
Only written, signed waivers are effective.
13.10 Severability.
Invalid provisions are replaced with valid ones reflecting parties' intent.
13.11 Headings.
Used for convenience; don't interpret substance.
13.12 Counterparts.
Agreement may execute electronically; electronic assent constitutes execution.
13.13 Publicity.
Neither party discloses without consent, but DAERO may reference Customer as reference.
13.14 Geography/Children.
Service restricted to US users; not for children under 13.
Contacting us
For questions about these Terms of Service, please contact us by email at support@daerogroup.com
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