Terms of Service

1. Agreement to Terms

By accessing or using Tuutio ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms. If you do not agree to these Terms, do not use the Service.

2. Definitions

"Service" means the Tuutio software-as-a-service platform, including all features, functionality, and related services we provide.

"Account Owner" means the individual who creates and subscribes to an account on behalf of themselves or an organization, and who is responsible for the account and all activity under it.

"User" means any individual who accesses or uses the Service under an Account Owner's account, including the Account Owner and any team members they invite.

"Customer Data" means all data, content, and information that you or your Users upload, enter, or store in the Service, including project details, client information, staff records, equipment inventory, quotes, invoices, and other business data.

"Billing Cycle" means the monthly period for which you are billed, beginning on the date you subscribe and renewing on the same day of each subsequent month.

3. Description of Service

Tuutio is a software-as-a-service platform for managing crews, equipment, and projects. Features include project management, inventory tracking, staff scheduling, quoting, invoicing, and related tools. The specific features available may change over time at our discretion.

4. Accounts

Eligibility: The Account Owner must be at least 18 years old and capable of entering into a legally binding agreement. Users invited to an account by the Account Owner must be at least 16 years old. The Account Owner is responsible for ensuring all Users meet this age requirement and for obtaining any necessary parental or guardian consent where required by law.

Account Ownership: Accounts are owned by the subscribing company or entity, not individual Users. The Account Owner is responsible for all activity under their account and for maintaining the confidentiality of login credentials.

Account Access: We reserve the right to suspend or terminate accounts that violate these Terms or engage in prohibited conduct.

5. Fees and Payment

Subscription Fee: Access to Tuutio requires a paid subscription of $100 per month, which includes unlimited Users. Fees are billed in advance at the beginning of each Billing Cycle.

Payment Method: You must provide a valid payment method to subscribe. By providing a payment method, you authorize us to charge it automatically each Billing Cycle.

Taxes: All fees are exclusive of taxes. You are responsible for paying any applicable sales tax, value-added tax (VAT), goods and services tax (GST), or other taxes imposed by any government authority, excluding taxes based on our net income.

Failed Payments: If payment fails, you will have 7 days to resolve the issue. If payment is not received within this grace period, we may suspend access to your account until payment is made.

Price Changes: We may change our fees upon 30 days' notice. Notice will be sent to the email address associated with your account. Continued use of the Service after a price change takes effect constitutes acceptance of the new fee.

No Refunds for Partial Use: Except as described in our Cancellation Policy, fees are non-refundable.

6. Cancellation and Refunds

Cancellation: You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of your current Billing Cycle, and you will retain access until then.

Refunds: If you cancel mid-cycle and request a refund, we will issue a prorated refund based on whole weeks remaining until your next billing date, calculated at $25 per week, rounded down. For example, if 3.5 weeks remain, you would receive $75.

Data Retention After Cancellation: Following cancellation or termination, we will retain your Customer Data for 30 days, during which time you may request a data export or reactivate your account. After 30 days, your data will be permanently deleted from our production systems. Certain data may be retained beyond this period as described in our Privacy Policy, including backup copies for a limited additional period, billing and tax records as required by law, security and audit logs, and data subject to legal holds.

Termination by Us: We may terminate your account at any time for violation of these Terms. In such cases, no refund will be issued.

7. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws
• Attempt to gain unauthorized access to the Service, other accounts, or related systems
• Interfere with or disrupt the integrity or performance of the Service
• Reverse engineer, decompile, or attempt to extract the source code of the Service
• Use the Service to transmit malware, spam, or other harmful content
• Resell, sublicense, or provide access to the Service to third parties outside your organization
• Use the Service in any way that could harm minors
• Upload, store, or transmit content that you do not have the right to use or that infringes any third party's intellectual property rights
• Process personal data of individuals without appropriate legal authorization or consent
• Use the Service to send spam, unsolicited communications, or communications that violate applicable laws
• Violate any applicable export control or sanctions laws

We reserve the right to determine, in our sole discretion, whether conduct violates these Terms.

Your Responsibility for Content and Communications: You are solely responsible for all content you upload to the Service and all communications you send through the Service, including quotes, invoices, and messages to your clients and staff. You represent that you have all necessary rights and authorizations to upload and process such content.

8. Intellectual Property

Our IP: Tuutio and all related technology, designs, and content are owned by us and protected by intellectual property laws. These Terms do not grant you any ownership rights in the Service.

Your Data: You retain ownership of all Customer Data. By using the Service, you grant us a limited license to use, store, and process your Customer Data solely to provide the Service to you.

Feedback: If you provide suggestions, ideas, or other feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate that Feedback into the Service without any obligation to you.

Aggregated Data: We may collect and use aggregated, anonymized, or de-identified data derived from your use of the Service for purposes such as analytics, improving the Service, and creating industry benchmarks. This data will not identify you or your Users.

9. Service Availability and Maintenance

We strive to keep the Service available, but we do not guarantee uninterrupted access. We reserve the right to:

• Perform scheduled and emergency maintenance, which may temporarily limit or suspend access to the Service
• Suspend or restrict access to the Service for security reasons, suspected violations of these Terms, or to protect the integrity of our systems
• Modify, limit, or discontinue features at any time
• Impose reasonable rate limits or usage restrictions to ensure fair use and system performance

When possible, we will provide advance notice of scheduled maintenance. We are not liable for any downtime, suspension, or feature changes.

10. Third-Party Services and Integrations

The Service may integrate with or rely on third-party services, including payment processors, email delivery providers, calendar applications, mapping services, and AI providers. These third-party services are governed by their own terms of service and privacy policies, which we encourage you to review.

By using integrations, you authorize us to share necessary data with those third-party providers to enable the integration.

We are not responsible for the availability, accuracy, or performance of third-party services, or for any changes to their terms or policies. Outages or issues with third-party services do not constitute a breach of these Terms.

11. Communications

By creating an account, you consent to receive communications from us, including:

• Transactional emails, such as payment confirmations, receipts, and account notifications
• Service-related emails, such as security alerts, policy changes, and feature updates
• Support communications in response to your inquiries

These communications are necessary to provide the Service and cannot be opted out of while you maintain an active account. We may also send promotional communications, which you may opt out of at any time by clicking the unsubscribe link in any such email.

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any defects will be corrected. You use the Service at your own risk.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TUUTIO, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. Dispute Resolution and Arbitration

Informal Resolution First: Before initiating arbitration, you agree to contact us and attempt to resolve any dispute informally for at least 30 days.

Mandatory Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA"). If you qualify as a "consumer" under AAA rules or applicable law, the AAA Consumer Arbitration Rules will apply; otherwise, the AAA Commercial Arbitration Rules will apply. The arbitration shall take place in Delaware, and the arbitrator's decision shall be final and binding.

Arbitration Costs: Payment of arbitration fees will be governed by the applicable AAA rules. We will not seek to recover arbitration fees from you in a manner that would make arbitration cost-prohibitive or inaccessible. Each party shall bear its own attorney's fees unless the arbitrator determines that a claim was frivolous or brought in bad faith.

Class Action Waiver: YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration against us.

Small Claims Exception: Notwithstanding the above, either party may bring an individual action in small claims court if the claim qualifies.

15. Governing Law

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. If arbitration does not apply to a dispute, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware.

16. General Provisions

Entire Agreement: These Terms constitute the entire agreement between you and Tuutio regarding the Service and supersede all prior agreements.

Severability: If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.

No 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 these Terms without our prior written consent. We may assign our rights and obligations without restriction.

Modifications: We may modify these Terms at any time. We will notify you of material changes by email and by posting the revised version on our website. Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms.

Contact: Questions about these Terms may be directed to support@tuutio.com.