Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Customer" or "you") and Railflagging Pro ("we," "our," or "us") governing your access to and use of the Railflagging Pro platform and associated services (the "Service").

By accessing or using the Service, by clicking "I agree," or by executing an order or subscription, you agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

If you do not agree to these Terms, do not use the Service.

2. Description of Service

Railflagging Pro is a cloud-based business operations platform designed for railroad flagging (RWIC) contractors. The Service includes the Field Tablet application, Operations Console, Employee Portal, and optional Client Portal add-on, as well as associated integrations, APIs, and support services.

We reserve the right to modify, update, or discontinue features of the Service at any time, with reasonable notice to subscribers.

3. Subscription and Billing

3.1 Subscription Plans

The Service is offered on a subscription basis. Current plans and pricing are listed at railflagging-pro.madethis.app/pricing. By subscribing, you agree to pay the applicable subscription fees for the plan you select.

3.2 Billing Cycle and Payment

Subscriptions are billed monthly in advance on the date you first subscribe ("Billing Date"). Payment is due on or before the Billing Date. We accept major credit cards and other payment methods as indicated at checkout.

You authorize us to charge your designated payment method for all fees incurred. If a payment fails, we will notify you and may suspend your access to the Service until payment is received.

3.3 Price Changes

We may modify subscription pricing with at least 30 days' written notice to your account email. Price changes take effect at the start of your next billing cycle after the notice period.

3.4 Taxes

Subscription fees are exclusive of applicable taxes. You are responsible for all taxes, duties, and levies imposed by any governmental authority in connection with your purchase of the Service.

4. Refund Policy

All subscription fees are non-refundable except as expressly stated below:

• 30-Day Satisfaction Guarantee: If you cancel your subscription within 30 days of your initial purchase and are not satisfied with the Service, you may request a full refund of your first month's subscription fee by contacting us at team@railflagging-pro.madethis.app. This guarantee applies to new customers only and cannot be combined with other offers.
• Service Outages: If the Service experiences a verified outage exceeding 24 consecutive hours in a given billing month (measured at the application layer, excluding scheduled maintenance), you may request a pro-rated service credit for the affected period.
• Wrongful Charges: If you are charged in error, contact us within 60 days of the charge and we will investigate and issue a refund if warranted.

Partial-month cancellations are not eligible for refunds. Add-on subscriptions (Client Portal, API & Webhooks) are subject to the same refund policy as base subscriptions.

5. Acceptable Use

You agree to use the Service only for lawful business purposes in connection with your railroad flagging operations. You may not:

• Use the Service to violate any applicable law, regulation, or third-party right
• Submit false, fraudulent, or misleading timecard, payroll, or compliance data
• Attempt to gain unauthorized access to any part of the Service or another customer's data
• Reverse engineer, decompile, or disassemble any component of the Service
• Use automated scripts, bots, or scrapers to extract data from the Service without our written permission
• Resell, sublicense, or otherwise transfer your right to use the Service to a third party
• Use the Service in a manner that could damage, disable, overburden, or impair our infrastructure
• Upload or transmit malicious code, viruses, or any content that is unlawful, defamatory, or harmful

We reserve the right to suspend or terminate your access to the Service immediately if we determine that you are in violation of this section.

6. Data Ownership

6.1 Your Data

You own all data, records, and content that you or your authorized users input into the Service ("Customer Data"). We do not claim any ownership rights in your Customer Data.

6.2 License to Us

You grant us a limited, non-exclusive, worldwide license to store, process, and display your Customer Data solely as necessary to provide the Service to you. We do not use your Customer Data to train machine learning models or for any purpose other than operating the Service.

6.3 Data Export

You may export your Customer Data at any time through the Service's export features. Upon written request at cancellation, we will provide a full data export in CSV or JSON format within 14 business days.

6.4 Data Deletion

Following account termination, we will retain your Customer Data for 90 days to allow for reactivation or export. After 90 days, Customer Data will be permanently deleted from our systems, except as required by law.

7. Confidentiality

Each party agrees to maintain the confidentiality of the other's non-public information disclosed in connection with these Terms and to use it only for purposes of performing under these Terms. This obligation does not apply to information that is (a) publicly known, (b) already known to the recipient, (c) independently developed, or (d) required to be disclosed by law.

8. Intellectual Property

The Service, including all software, designs, trademarks, logos, and content we provide, is owned by or licensed to Railflagging Pro and is protected by applicable intellectual property laws. These Terms do not grant you any rights in the Service beyond the limited license to use it as described herein.

9. Warranties and Disclaimers

We represent and warrant that the Service will perform materially in accordance with our published documentation under normal use and that we will not knowingly introduce malware into the Service.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Service will be uninterrupted, error-free, or free from loss of data. You are responsible for maintaining appropriate backups of your Customer Data.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RAILFLAGGING PRO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO US IN THE THREE (3) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liability, so the above limitations may not apply to you to the full extent.

11. Indemnification

You agree to indemnify, defend, and hold harmless Railflagging Pro and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) your Customer Data; (c) your violation of any applicable law or third-party right; or (d) any dispute between you and your employees, clients, or subcontractors.

12. Term and Termination

These Terms commence when you first use the Service and continue until your subscription ends or these Terms are terminated.

• By You: 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 period.
• By Us for Cause: We may suspend or terminate your account immediately if you materially breach these Terms, fail to pay fees after notice, or engage in activity that threatens the security or integrity of the Service.
• By Us for Convenience: We may terminate these Terms for any reason with 60 days' written notice, in which case we will provide a pro-rated refund for the unused portion of your prepaid subscription period.

Sections 6 (Data Ownership), 8 (Intellectual Property), 10 (Limitation of Liability), 11 (Indemnification), and 13 (Governing Law) survive termination.

13. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or related to the Service shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles.

Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Texas, and the parties hereby consent to the personal jurisdiction and venue therein.

Before filing any formal legal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may escalate to binding arbitration under the rules of the American Arbitration Association (AAA) if negotiation fails, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

14. Modifications to Terms

We may modify these Terms at any time by posting updated Terms on our website and notifying you via email or in-app notice. Material changes will be communicated at least 14 days before they take effect. Your continued use of the Service after the effective date of any modification constitutes your acceptance of the updated Terms.

If you disagree with a material modification, you may cancel your subscription before the modification's effective date and receive a pro-rated refund for the unused portion of your prepaid subscription.

15. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any executed order forms, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.
• Waiver: Failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.
• Assignment: You may not assign these Terms or your rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights.
• Force Majeure: Neither party shall be liable for delays or failures in performance caused by circumstances beyond their reasonable control.

16. Contact Us

For questions about these Terms or to report a violation, contact us: