Terms of Service

1. Acceptance of Terms

By accessing or using EZBilling ("Service"), operated by VRLY Ventures LLC, doing business as EZBilling ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Service.

These Terms apply to all users, including individual users, company administrators, and any employees or contractors who access the Service on behalf of a company.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS OF LIABILITY AND DISPUTE RESOLUTION PROVISIONS.

2. Description of Service

EZBilling is a cloud-based software-as-a-service (SaaS) platform that provides tools for:

• AIA G702/G703 pay application generation and management
• Construction accounting and job costing
• Schedule of Values management
• Retainage tracking
• Compliance document management
• Financial reporting for construction contractors

The Service is a tool to assist with your billing and accounting processes. It does not provide accounting, legal, tax, or professional advice of any kind.

3. Account Registration and Security

3.1 Account Creation. To use the Service, you must create an account by providing accurate and complete information. You are responsible for maintaining the accuracy of your account information.

3.2 Account Security. You are solely responsible for safeguarding your password and any activities or actions under your account, whether or not you have authorized such activities. You must notify us immediately of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to protect your account credentials.

3.3 Company Accounts. If you register on behalf of a company, you represent and warrant that you have authority to bind that company to these Terms.

4. Subscription and Payment

4.1 Subscription Plans. The Service is offered through various subscription plans with different features and pricing. Details of current plans are available on our website.

4.2 Free Trials. We may offer free trial periods. At the end of a trial, your account will require a paid subscription to continue accessing premium features.

4.3 Payment. Subscription fees are billed in advance on a monthly or annual basis. All fees are non-refundable except as expressly stated in these Terms or required by applicable law.

4.4 Price Changes. We reserve the right to modify pricing with 30 days' notice. Continued use after price changes become effective constitutes acceptance of the new pricing.

4.5 Taxes. You are responsible for all applicable taxes. If we are required to collect taxes, they will be added to your invoice.

5. User Responsibilities and Data Ownership

5.1 Your Obligations. You agree to:

• Use the Service only for lawful purposes and in accordance with these Terms
• Provide accurate financial and business information
• Maintain the confidentiality of your account credentials
• Not share your account with unauthorized users
• Comply with all applicable laws and regulations, including tax and construction industry regulations
• Not attempt to gain unauthorized access to any part of the Service
• Not use the Service to transmit malware or engage in harmful activities

5.2 Your Data. You retain ownership of all data you input into the Service ("Your Data"). YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, AND APPROPRIATENESS OF YOUR DATA. We do not verify, validate, or audit Your Data for accuracy or compliance with any laws, regulations, or contractual obligations.

5.3 Data Backup. While we maintain backups as part of our operations, YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING YOUR OWN BACKUP COPIES OF YOUR DATA. We strongly recommend that you regularly export and backup Your Data.

5.4 License to Us. You grant us a limited, non-exclusive license to use Your Data solely to provide the Service to you, including processing, storing, and displaying Your Data as necessary to operate the Service.

5.5 Data Export. You may export Your Data at any time during your active subscription using the export features provided in the Service.

6. Intellectual Property

6.1 Our Property. The Service, including its design, features, content, and underlying technology, is owned by VRLY Ventures LLC and protected by intellectual property laws.

6.2 Limited License. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your active subscription.

6.3 Restrictions. You may not copy, modify, distribute, sell, or lease any part of the Service, nor may you reverse engineer or attempt to extract the source code.

7. Third-Party Services

The Service may integrate with third-party services (payment processors, cloud storage, AI services, etc.). Your use of such services is subject to their respective terms and privacy policies. WE ARE NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICES, AND YOUR USE OF SUCH SERVICES IS AT YOUR OWN RISK.

8. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• The Service will meet your specific requirements or expectations
• The Service will be uninterrupted, timely, secure, or error-free
• The results obtained from using the Service will be accurate, reliable, or complete
• Any errors in the Service will be corrected
• The Service will be compatible with any other software or systems

EZBILLING IS A TOOL TO ASSIST WITH BILLING AND ACCOUNTING. IT IS NOT A SUBSTITUTE FOR PROFESSIONAL ACCOUNTING, LEGAL, OR TAX ADVICE. YOU ARE SOLELY RESPONSIBLE FOR:

• The accuracy and completeness of all data you enter
• Reviewing and verifying all outputs, reports, and documents generated by the Service
• Ensuring compliance with all applicable laws, regulations, and contractual obligations
• Obtaining professional advice when needed
• Any decisions made based on information provided by the Service

9. Limitation of Liability

9.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VRLY VENTURES LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, business opportunities, or goodwill
• Cost of procurement of substitute services
• Damages arising from Your Data or your use of the Service
• Damages arising from unauthorized access to or alteration of your transmissions or data
• Damages arising from any third-party services or integrations

REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE LESSER OF: (A) THE AMOUNT YOU ACTUALLY PAID US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

9.3 Essential Purpose. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.4 Basis of the Bargain. YOU ACKNOWLEDGE THAT THE FEES CHARGED FOR THE SERVICE REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON OUR LIABILITY.

10. Indemnification

You agree to indemnify, defend, and hold harmless VRLY Ventures LLC and its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Service
• Your Data or any content you submit to the Service
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your violation of any rights of any third party
• Any claims by your clients, subcontractors, or other third parties related to Your Data or your use of the Service

11. Termination

11.1 By You. You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of your current billing period. No refunds will be provided for partial periods.

11.2 By Us. We may suspend or terminate your access to the Service immediately, without prior notice or liability, for any reason, including but not limited to violation of these Terms, non-payment, or at our sole discretion.

11.3 Effect of Termination. Upon termination:

• Your right to use the Service ceases immediately
• You may export Your Data for 30 days following termination
• After 30 days, Your Data may be permanently deleted
• All provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability

12. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by email or through the Service at least 30 days before they become effective. Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

13. Governing Law and Dispute Resolution

13.1 Governing Law. These Terms and any dispute arising from or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions.

13.2 Jurisdiction. You agree that any legal action or proceeding arising out of or relating to these Terms or the Service shall be brought exclusively in the state or federal courts located in Middlesex County, New Jersey. You consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

13.3 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

13.4 Time Limitation. Any cause of action or claim you may have arising out of or relating to these Terms or the Service must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

14. General Provisions

14.1 Entire Agreement. These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and VRLY Ventures LLC regarding the Service and supersede all prior agreements and understandings.

14.2 Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

14.3 Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14.4 Assignment. You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction.

14.5 Force Majeure. We shall not be liable for any failure or delay in performing our obligations under these Terms due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

14.6 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

14.7 Notices. Any notices to us must be sent to the address below and will be deemed received when actually received. We may provide notices to you via email to the address associated with your account.

15. Contact Us

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

• Email: legal@ezbilling.io
• Website: ezbilling.io/contact