Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the ToolClerk mobile application (the “App”) and related services (collectively, the “Service”) operated by Welch Digital LLC (“we,” “us,” or “our”).

1. Acceptance of Terms

By downloading, installing, or using the App, you enter into a binding agreement with Welch Digital LLC. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and “you” refers to both you individually and the organization.

The Service is offered to commercial entities for use in the operation of their business. “Customer” means the legal entity entering into these Terms (and, where the context requires, its Authorized Users). The terms “you” and “your” as used throughout these Terms refer to Customer. By accepting these Terms, the individual accepting represents and warrants that they are an authorized representative of Customer with full authority to bind Customer. Welch Digital LLC does not offer the Service for personal, family, or household purposes, and Customer represents that it is acquiring the Service for commercial purposes only.

2. Description of Service

ToolClerk is a construction tool tracking and inventory management application. The Service allows users to catalog tools, assign them to personnel, track check-outs and returns, and manage tool inventories across job sites.

3. Account Registration

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

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activity under your account
• Notify us immediately of any unauthorized use of your account
• Ensure that all Authorized Users (employees, contractors, or other personnel granted access by Customer) comply with these Terms; Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer's own acts and omissions.

We reserve the right to suspend or terminate accounts that contain inaccurate information or violate these Terms.

4. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law
• Interfere with or disrupt the integrity or performance of the Service
• Attempt to gain unauthorized access to the Service or its related systems
• Reverse engineer, decompile, or disassemble any aspect of the Service
• Use automated scripts or bots to access or interact with the Service
• Transmit any viruses, malware, or other harmful code
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Use the Service to store or transmit content that infringes third-party rights

5. User Content and Data

You retain ownership of any data, content, or materials you submit to the Service (“User Content”), including tool records, photos, notes, and inventory data. By submitting User Content, you grant us a limited, non-exclusive license to use, store, and process that content solely to provide and improve the Service.

You are responsible for ensuring that your User Content does not violate any applicable law or infringe upon the rights of third parties.

6. Intellectual Property

The Service, including its design, features, code, documentation, logos, and trademarks, is owned by Welch Digital LLC and is protected by applicable intellectual property laws. These Terms do not grant you any right, title, or interest in the Service except for the limited right to use it in accordance with these Terms.

7. Theft and Loss Disclaimer

You expressly acknowledge and agree that:

• ToolClerk is designed to assist with tool inventory management and record-keeping. It is not an anti-theft system, security service, insurance product, or loss-prevention guarantee.
• We are not responsible or liable for any loss, theft, damage, or misplacement of tools, regardless of whether such tools were tracked using the Service.
• The Service does not guarantee the physical security, location accuracy, or recovery of any tools.
• Any location-tracking features (current or future) are provided as organizational aids and are subject to technological limitations including, but not limited to, GPS inaccuracy, signal interference, device availability, and connectivity issues.
• You are solely responsible for the physical security of your tools and equipment. Reliance on the Service for theft prevention or loss recovery is at your own risk.
• We strongly recommend maintaining appropriate insurance coverage for your tools and equipment independent of any features offered by the Service.

8. Future Location Features

The Service may, in a future release, include features that utilize GPS or other location-based technologies to assist with tool tracking. If and when such features are introduced:

• Location data collection will require your explicit, informed consent before activation
• You will be able to revoke location permissions at any time through your device settings
• Location data will be handled in accordance with our Privacy Policy
• Location features are subject to the limitations described in Section 7 and do not constitute a security or recovery service

9. Fees and Payment

Certain features of the Service may require payment of fees. If applicable, pricing and payment terms will be presented to you before you incur any charges. All fees are non-refundable except as expressly stated otherwise or as required by applicable law.

We reserve the right to change our fees upon reasonable notice. Continued use of paid features after a fee change constitutes your acceptance of the new pricing.

10. Disclaimer of Warranties

THE SERVICE, INCLUDING ALL SOFTWARE, CONTENT, DATA, AND MATERIALS MADE AVAILABLE THROUGH THE SERVICE, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WELCH DIGITAL LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WELCH DIGITAL LLC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT. CUSTOMER'S USE OF THE SERVICE IS AT CUSTOMER'S SOLE RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM WELCH DIGITAL LLC OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WELCH DIGITAL LLC, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUB-PROCESSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, TOOLS, EQUIPMENT, USE, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WELCH DIGITAL LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WELCH DIGITAL LLC'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO WELCH DIGITAL LLC FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Exclusions.The limitations and exclusions in this Section 11 shall NOT apply to: (i) Customer's payment obligations under Section 9; (ii) either party's indemnification obligations under Section 12; (iii) either party's liability for fraud, gross negligence, or willful misconduct; (iv) Welch Digital LLC's liability for infringement of a third party's intellectual property rights by the Service itself; or (v) any liability that, as a matter of applicable law, cannot be limited or excluded.

Allocation of risk. Customer acknowledges that the fees charged by Welch Digital LLC reflect the allocation of risk set forth in these Terms, that Welch Digital LLC would not have entered into these Terms without these limitations on its liability, and that these limitations form an essential basis of the bargain between the parties. The limitations shall survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

12. Mutual Indemnification

By Customer.Customer shall defend, indemnify, and hold harmless Welch Digital LLC and its affiliates, officers, directors, employees, and agents (collectively, the “Welch Indemnified Parties”) from and against any and all third-party claims, demands, actions, proceedings, damages, liabilities, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) User Content submitted, uploaded, or transmitted by Customer or its Authorized Users; (b) Customer's or its Authorized Users' use of the Service in violation of these Terms or applicable law; (c) the acts or omissions of any Authorized User; (d) any dispute between Customer and its employees, contractors, customers, or other Authorized Users concerning use of the Service; or (e) Customer's violation of any third-party right, including any intellectual property, privacy, or publicity right.

By Welch Digital LLC.Subject to the limitations in Section 11, Welch Digital LLC shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that Customer's authorized use of the Service, in accordance with these Terms, directly infringes a United States patent, copyright, trademark, or trade secret of such third party. Welch Digital LLC's obligations under this paragraph do not apply to claims arising from: (i) User Content; (ii) Customer's combination of the Service with any product, service, or data not provided by Welch Digital LLC; (iii) modifications to the Service not made by Welch Digital LLC; (iv) Customer's continued use of the Service after Welch Digital LLC has notified Customer to discontinue use; or (v) Customer's use of the Service in violation of these Terms or applicable law. If the Service becomes, or in Welch Digital LLC's reasonable opinion is likely to become, the subject of an infringement claim, Welch Digital LLC may at its sole option and expense: (A) procure for Customer the right to continue using the Service; (B) modify the Service to make it non-infringing; or (C) terminate Customer's access to the affected portion of the Service and refund any prepaid, unused fees attributable to the affected portion. This paragraph states Welch Digital LLC's sole liability, and Customer's sole and exclusive remedy, for any third-party infringement claim.

Procedure.The party seeking indemnification (the “Indemnified Party”) shall: (1) promptly notify the indemnifying party (the “Indemnifying Party”) in writing of the claim (provided that failure to give prompt notice shall not relieve the Indemnifying Party except to the extent it is materially prejudiced thereby); (2) give the Indemnifying Party sole control over the defense and settlement of the claim, provided that no settlement that imposes any obligation or admission on the Indemnified Party may be entered without the Indemnified Party's prior written consent (not to be unreasonably withheld); and (3) provide reasonable cooperation in the defense, at the Indemnifying Party's expense. The Indemnified Party may participate in the defense at its own expense using counsel of its choice.

13. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. You may terminate your account at any time by contacting us at support@toolclerk.app.

Upon termination, Customer's right to use the Service ceases immediately, and Customer shall remain liable for all fees accrued prior to termination. The provisions of these Terms that by their nature should survive termination shall survive, including without limitation Sections 5 (User Content), 6 (Intellectual Property), 7 (Theft and Loss Disclaimer), 9 (Fees and Payment, as to accrued amounts), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 15 (Governing Law), 16 (Dispute Resolution and Class Action Waiver), 17 (Data Processing), and 19 (General Provisions). For thirty (30) days following termination, Customer may request a copy of its User Content in a commercially reasonable format; thereafter, Welch Digital LLC may delete User Content in the ordinary course of its data-retention practices.

14. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the effective date at the top of this page and may notify you via the App or by email. Your continued use of the Service after the revised Terms are posted constitutes your acceptance of the changes.

15. Governing Law, Venue, and Jurisdiction

These Terms, and any dispute or claim (whether in contract, tort, statute, or otherwise) arising out of or related to these Terms or the Service, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Subject to Section 16 (Dispute Resolution and Class Action Waiver), the parties agree that any judicial proceeding permitted under Section 16 (including any action seeking injunctive or equitable relief to protect intellectual property rights, confidential information, or to enforce an arbitration award) shall be brought exclusively in the state or federal courts located in Travis County, Texas. Each party irrevocably consents to the exclusive personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue.

16. Dispute Resolution and Class Action Waiver

Informal resolution.Before initiating any arbitration or judicial proceeding, the party with a claim shall send a written notice describing the claim, the relief sought, and the contact information of the claimant to the other party (Welch Digital LLC's notice address: support@toolclerk.app, subject line “Legal Notice — Dispute”). The parties shall attempt in good faith to resolve the dispute through informal negotiation for a period of thirty (30) days following receipt of the notice before either party may initiate arbitration or any permitted judicial proceeding.

Binding arbitration.Except as provided in the “Carve-Outs” paragraph below, any dispute, claim, or controversy arising out of or related to these Terms or the Service that is not resolved through informal negotiation shall be resolved exclusively by final and binding individual arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect (or, if both parties agree in writing, the American Arbitration Association under its Commercial Arbitration Rules). The arbitration shall be conducted by a single arbitrator. The seat and legal place of arbitration shall be Travis County, Texas; hearings may be conducted by videoconference at the arbitrator's discretion. The arbitrator shall apply the substantive law of the State of Texas. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs except as the arbitrator may otherwise allocate under applicable law.

CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE CLAIMS, PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING, OR AWARD CLASS-WIDE RELIEF. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE IN A PARTICULAR PROCEEDING, THEN THE ENTIRETY OF THIS SECTION 16 (OTHER THAN THIS SENTENCE) SHALL BE NULL AND VOID AS TO SUCH PROCEEDING, AND THE PROCEEDING SHALL INSTEAD BE BROUGHT IN THE COURTS DESIGNATED IN SECTION 15.

Carve-outs. Notwithstanding the foregoing, either party may bring an action in the courts designated in Section 15 to seek (a) temporary, preliminary, or permanent injunctive or equitable relief to protect intellectual property rights, confidential information, or trade secrets, or to prevent irreparable harm pending resolution of an arbitration; or (b) to enforce an arbitration award. Such judicial proceedings shall not constitute a waiver of the right to arbitrate any remaining issues.

30-day opt-out.Customer may opt out of the arbitration agreement and class action waiver in this Section 16 by sending written notice to support@toolclerk.app, subject line “Arbitration Opt-Out,” within thirty (30) days after first accepting these Terms. An opt-out under this paragraph does not affect any other provision of these Terms.

17. Data Processing and Sub-Processors

Roles.As between the parties, Customer is the “controller” (or “business,” as applicable) of Customer Data, and Welch Digital LLC is the “processor” (or “service provider,” as applicable). Welch Digital LLC processes Customer Data solely to provide, maintain, secure, and improve the Service in accordance with these Terms and Customer's instructions as reflected in Customer's configuration and use of the Service. “Customer Data” means User Content and any personal data submitted by Customer or its Authorized Users through the Service.

Sub-processors.Customer acknowledges and consents to Welch Digital LLC's use of the following sub-processors in providing the Service:

• Supabase, Inc.— database hosting, authentication, file storage
• Stripe, Inc.— payment processing
• Functional Software, Inc. (dba Sentry)— error and performance monitoring
• Resend, Inc.— transactional email delivery
• Vercel Inc.— website hosting and edge runtime

Welch Digital LLC may add, remove, or replace sub-processors from time to time and shall maintain a current list at toolclerk.app/sub-processors (or such other location as Welch Digital LLC may designate). Welch Digital LLC shall impose data-protection obligations on each sub-processor that are substantially equivalent to those in this Section 17.

Security. Welch Digital LLC shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure, including encryption of Customer Data in transit (TLS 1.2 or higher) and at rest. Welch Digital LLC makes no representation that these safeguards are sufficient for any particular regulatory regime or risk profile; Customer is responsible for assessing the suitability of the Service for its specific compliance needs.

Breach notification. Welch Digital LLC shall notify Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a confirmed Personal Data Breach (as defined under applicable data-protection law) affecting Customer Data. The notification shall include the information reasonably available to Welch Digital LLC at the time, and Welch Digital LLC shall provide updates as additional information becomes available. Notification by Welch Digital LLC shall not be construed as an acknowledgment of fault or liability.

Customer responsibilities. Customer represents and warrants that it has obtained all necessary consents and provided all necessary notices to lawfully submit Customer Data to the Service. Customer is solely responsible for the accuracy, content, and legality of Customer Data and for compliance with all laws applicable to its collection and use of Customer Data, including, where applicable, the Texas Data Privacy and Security Act, the California Consumer Privacy Act, and other state, federal, and international privacy laws.

Data Processing Addendum.Customers subject to GDPR, UK GDPR, or other regulatory regimes requiring a separate data processing addendum may request execution of Welch Digital LLC's standard DPA by contacting support@toolclerk.app. Until such DPA is executed, this Section 17 governs the parties' data-processing relationship.

18. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than Customer's payment obligations) to the extent caused by events beyond the party's reasonable control, including without limitation: acts of God; natural disasters (including fire, flood, earthquake, hurricane, and severe weather); pandemics or epidemics; war, terrorism, civil unrest, or government action; labor disputes or strikes; failures of the public internet, telecommunications networks, or electrical grids; cyber-attacks (including denial-of-service attacks and ransomware); and outages, suspensions, or failures of third-party services on which the Service depends (including Supabase, Stripe, Sentry, Resend, and Vercel) (each, a “Force Majeure Event”).

The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as promptly as practicable. Customer acknowledges that downtime, degradation, or unavailability of the Service attributable to a Force Majeure Event does not constitute a breach of these Terms and does not entitle Customer to a refund, credit, or other remedy. If a Force Majeure Event continues for more than thirty (30) consecutive days and materially impairs Welch Digital LLC's ability to provide the Service, either party may terminate the affected Service by written notice to the other party, in which case Welch Digital LLC shall refund any prepaid, unused fees attributable to the period after termination.

19. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Welch Digital LLC regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Notices.Notices to Welch Digital LLC shall be sent to support@toolclerk.app and are effective upon receipt. Welch Digital LLC may give notices to Customer via the email address associated with Customer's account or by posting in the Service; such notices are effective when sent.
• Independent contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.
• No third-party beneficiaries. These Terms are for the benefit of the parties only and do not create any rights in any third party.
• Export controls. Customer shall comply with all applicable U.S. and foreign export-control laws and regulations and shall not export, re-export, or transfer the Service or any Customer Data in violation thereof. Customer represents that it is not located in, and is not a national or resident of, any country subject to U.S. embargo, and is not on any U.S. government list of restricted parties.
• U.S. government rights.The Service is “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. §§ 2.101, 12.212, and 227.7202. U.S. government end users acquire the Service with only the rights set forth in these Terms.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Counterparts and electronic acceptance. These Terms may be accepted electronically, and electronic acceptance shall have the same legal effect as a handwritten signature.

20. Contact Us

If you have any questions about these Terms, please contact us:

ToolClerk (operated by Welch Digital LLC)
Email: support@toolclerk.app