Subscription Agreement

1. Who this agreement is between

This Subscription Agreement (the "Agreement") is between Hewer LLC, a Florida limited liability company ("Hewer," "we"), and the business that creates a Hewer account ("Customer," "you"). You accept this Agreement by checking the box stating that you agree to it and creating your account, or by clicking "I agree" when we present it to you in the Service. If you do not agree, do not create an account or use the Service. The person accepting confirms that they are authorized to bind the business named on the account, and that the business, not that person, is the Customer. Each version of this Agreement shows its effective date, and we keep a record of the version you accepted and when.

2. Definitions

• Service means the Hewer field-service software, including the web application at hewer.app, the Hewer mobile apps, and any phone numbers, messaging, and integrations Hewer provides.
• Customer Data means information you or your Users put into the Service or that the Service receives on your behalf: your clients and leads, jobs, estimates, invoices, messages, call recordings and transcripts, photos, documents, and your team's records.
• Users means the people you give a login to: owners, office staff, crew, estimators, bookkeepers, and subcontractors.
• End Customers means your own customers, such as the homeowners you do work for.
• Seat means one active User account on your team.

3. Your account and your Users

You are responsible for your Users, for keeping logins private, and for everything done under your account. You will give us accurate business information and keep it current. Users must be at least 18. You will make sure your Users follow the parts of this Agreement that apply to using the Service, including sections 9, 11, and 13; Users are also bound by our Terms of Service. Tell us promptly at security@hewer.app if you believe your account has been accessed without permission.

4. Free trial

New accounts include a free trial of 30 days, one per business. A payment card is required to start the trial. Your card will be charged automatically when the trial ends unless you cancel before then. When the trial ends, your subscription starts at the then-current prices for the Seats on your account.

5. Fees and billing

5.1 Price. The subscription is $249 per month, which covers your first 5 Seats. Each additional Seat is billed monthly at $49 for Seats 6 through 15 and $35 for Seat 16 and above. Each Seat is charged at the rate for its own position, so adding a Seat never changes the price of the Seats below it.

5.2 Seats are counted automatically. Your Seat count is the number of active User accounts on your team. When you add or deactivate a User, your subscription is adjusted automatically and prorated for the rest of the billing period. Prorated amounts for deactivated Users are applied as a credit to future invoices and are not refunded in cash.

5.3 Payment authorization, renewal and taxes. You authorize us, through our payment processor, to charge your payment method for all fees and taxes when due, monthly and automatically until you cancel, including for Seats added during a billing period. Keep a valid payment method on file. Fees do not include taxes; you are responsible for sales, use, communications, and similar taxes and government fees on the Service (other than taxes on our income), which we add to your invoice where required. If you believe a charge is wrong, tell us at support@hewer.app within 60 days of the charge so we can investigate before you dispute it with your card issuer.

5.4 Price changes. We may change prices with at least 30 days' notice by email. A change takes effect at your next billing period after the notice period ends. If you do not agree, you may cancel before it takes effect.

5.5 Late or failed payment. If a payment fails, we will retry it and notify you, and your access continues during that retry period. If payment is still not received when the retry period ends, we may suspend your account until the balance is paid. Suspension does not delete your Customer Data. If your account stays suspended for non-payment for 60 days, we may end it and, after the export window in section 7.2, delete your Customer Data under section 7.3. We will email you at least 14 days before ending it.

5.6 Refunds. Fees are non-refundable, including for partial months, except as this Agreement states or the law requires.

5.7 Fair use. Your subscription includes the calling, texting, storage, and AI use a contracting business ordinarily needs. If your use substantially exceeds that, we will contact you, and we may limit that use or charge for it at rates we give you in advance. You may cancel instead.

6. Cancellation and termination

You may cancel at any time from your billing settings on the web. Cancellation takes effect at the end of your current paid period, and you keep access until then.

We may suspend or terminate your account if you materially breach this Agreement and do not cure the breach within 10 days of notice; immediately if you do not pay after the retry period in section 5.5; or immediately if your use of the Service threatens its security, violates the law, or puts our carrier registrations at risk (see section 9.5). We may also end this Agreement for any reason with at least 60 days' notice; if we do, we will refund prepaid fees for the period after it ends and provide the export window in section 7.2.

When your account ends, access to the Service ends. Section 7 explains how you get your data out.

7. Your data

7.1 You own your Customer Data. You grant us a non-exclusive, royalty-free license to host, copy, transmit, process, and display Customer Data as needed to: provide, maintain, secure, and support the Service; prevent fraud and abuse; comply with law and with carrier and card-network requirements, including sharing consent, opt-out, and registration records with our carrier partner and carriers; and enforce this Agreement. We do not sell Customer Data, and we do not use it, or allow our providers to use it, to train artificial-intelligence models.

7.2 Getting your data out. You may request a complete export of your Customer Data at any time, including for 30 days after your account ends, by writing to support@hewer.app.

7.3 Deletion. After the export window in section 7.2, or sooner if you ask in writing, we delete your Customer Data from the live Service within 90 days. Copies in our backups are deleted automatically as those backups expire, within 12 weeks. We may keep information we are legally required to keep, such as billing records, and we may keep records of consents, opt-outs, message logs, and carrier registrations for your account for up to four years, to meet carrier requirements and respond to claims about messages sent through your account.

7.4 Security. We maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure, appropriate to the nature of the data and the size of our business, including controls designed to keep each customer's data separate. If we confirm unauthorized access to or acquisition of Customer Data in our systems or our providers' systems (a "Security Incident"), we will notify you without undue delay, and in any event within 5 business days after confirming it and within any shorter time the law requires. We will tell you what we know and the steps we are taking, update you as we learn more, and reasonably help you meet any obligation you have to notify End Customers or regulators. Unsuccessful attempts, such as blocked sign-ins or scans, are not Security Incidents, and notice of a Security Incident is not an admission of fault. You are responsible for your account's security settings, including User roles.

7.5 Support access. Authorized Hewer personnel may view your account to provide support you request, investigate problems, or keep the Service secure. That access is read-only, limited in time, and logged.

7.6 Usage and de-identified data. We may collect information about how the Service is used and performs, such as feature use, message and call volumes, and error logs ("Usage Data"). We may also create aggregated or de-identified data from Customer Data that does not identify you, your Users, or any End Customer. We own Usage Data and that aggregated or de-identified data, and may use it to operate, secure, and improve the Service and for statistics and benchmarks, but not to train artificial-intelligence models, and never in a form that identifies you or any person. We will not attempt to re-identify it.

7.7 End Customer information. We process End Customer information on your behalf, as your service provider. You are responsible for having a lawful basis, and for giving the notices and obtaining the consents the law requires, to collect that information and have it processed through the Service, including by AI features and call recording. If an End Customer asks us to access, correct, or delete their information, we will refer them to you and reasonably help you use the Service's tools to respond. Where a U.S. state privacy law applies to you, we act as your "service provider" or "processor" and will not retain, use, or disclose that information outside our direct business relationship with you except as that law allows.

8. Service providers and integrations

We use service providers to help run the Service, and we require each by contract to protect Customer Data and use it only to provide services to us. They are:

• Supabase: database, sign-in, and file storage
• Vercel: application hosting
• Twilio: phone numbers, calls, text messages, and sign-in codes
• Stripe: subscription billing for your Hewer account (payments you collect from End Customers are processed under your own agreement with Stripe; see section 10)
• Anthropic: AI features such as drafting messages, reading estimate photos, and summarizing
• OpenAI: converting call and voice recordings to text, and reading answers aloud
• Cloudinary: photo and video processing
• Google: maps and push notifications, plus Gmail and Google Calendar if you connect them
• Sentry: error monitoring

Some features connect to services you choose to link, such as QuickBooks, Instagram and Facebook, Thumbtack, Gmail, Google Calendar, and Plaud (through Zapier). Those services have their own terms, and we are not responsible for them or their outages. We keep the list above current. We will give you at least 15 days' notice by email or in the Service before adding a provider that will process Customer Data; if you reasonably object on data-protection grounds, you may cancel and we will refund prepaid fees for the unused period.

9. Phone numbers, calls and text messages

9.1 Your business number. We may provide your account with a local business phone number through our carrier partner, forwarded to the phone you choose. The number is held on our carrier account and assigned to you while your account is active and in good standing. You do not own it, and we may change it if a carrier or the law requires. If your account ends and all fees are paid, we will cooperate with a port request from your new provider received within 30 days after your account ends. After that period, or if your account ended for a breach of section 9 or 13, the number may be released and reassigned. We may also release a number if your account stays suspended for non-payment for more than 30 days. You may instead connect a Twilio account of your own, in which case that account's terms govern the number.

9.2 Carrier registration. US carriers require business texting to be registered (known as "A2P 10DLC"). Voice calls work as soon as a number is assigned; texting works once your registration is approved, which usually takes several days. You appoint us as your agent to submit your business and campaign information to The Campaign Registry, our carrier partner, and carriers for this purpose, and you confirm that information is accurate. We do not guarantee approval, delivery, or throughput; carrier decisions are outside our control. Registration fees are included in your subscription.

9.3 You are responsible for the messages you send. You are the sender of the calls and texts your business makes through the Service, and you decide whether, when, and to whom messages are sent, including any automated messages you turn on. You are responsible for complying with the laws that apply to them, including the Telephone Consumer Protection Act. In particular, you will: (a) obtain, and keep records of, each recipient's consent in the form the law requires, including prior express written consent for marketing, and give us those records within 5 business days if we or a carrier ask; (b) send only messages that match the use case registered for you; (c) follow the CTIA Messaging Principles, carrier codes of conduct, and our carrier partner's acceptable use policy; (d) follow quiet-hour and frequency limits, including Florida's Telephone Solicitation Act (no marketing calls or texts before 8 a.m. or after 8 p.m. in the recipient's time zone); and (e) not buy, rent, or share contact lists. You will honor every opt-out, including replies such as STOP, and you may not work around the Service's opt-out handling.

9.4 Call recording. If you use call recording or transcription, you are responsible for giving every party to the call any notice, and obtaining any consent, the law requires before recording. Florida and several other states require the consent of everyone on the call. You will not record any call you cannot lawfully record.

9.5 Protecting the platform. Because every customer's texting is registered under Hewer's profile, we may, without prior notice, pause or limit your texting or calling, block specific messages, or require changes to your registration if we reasonably believe your use breaks this section, is generating complaints, or has drawn a carrier inquiry. We will tell you promptly and restore service once the issue is resolved. You will cooperate with any carrier investigation, and you will reimburse us for any fine, penalty, or fee a carrier or our carrier partner imposes because of your messages or registration.

9.6 Not a replacement for phone service. The Service forwards calls to your own phone and is not a replacement for regular phone service. Do not rely on it to reach 911 or other emergency services.

10. Payments you collect

10.1 When your End Customers pay you through the Service, Stripe processes the payment directly into your own Stripe account under your agreement with Stripe. Stripe sets and deducts its own processing fees. Hewer charges no fee on these payments and receives no part of them.

10.2 Card surcharges. The Service lets you add a surcharge to card payments. Whether to use it, and at what percentage, is your decision. Surcharging is regulated by card-network rules and some states' laws, which may cap the amount, require advance notice to the card networks or your processor, require specific disclosures to the payer, prohibit surcharges on debit or prepaid cards, or prohibit surcharges entirely. You are solely responsible for complying with them. Hewer does not review your setting against those rules and does not give advice about surcharging.

10.3 We are not a party to your agreements with your End Customers and are not responsible for your work, pricing, refunds, chargebacks, or disputes with them.

11. AI features

Some features use artificial intelligence to draft messages and estimates, read photos for estimates, transcribe recordings, and summarize conversations. AI output can be wrong or incomplete. You are responsible for reviewing it before you rely on it or send it to anyone, and for everything you send to your End Customers. You will not use AI features to communicate with End Customers in a way the law requires to be disclosed as automated without making that disclosure.

12. Contract templates, lien notices, tax and payroll figures

The Service includes contract templates, lien-law notices, tax and payroll calculations, and similar tools for convenience. They are not legal, tax or accounting advice, and they may not fit your state, your trade, or your situation. Check any statutory notice against the current statute before each use. You are responsible for confirming that the documents you use and the figures you rely on meet the laws that apply to you.

13. Acceptable use

You will not, and will not let others: break the law through the Service; send spam or harassing messages; upload malware; try to access another customer's data or probe the Service's security; scrape the Service or access it by automated means other than features we provide; copy, resell or reverse engineer the Service; use it to build a competing product; share logins between people; or use the Service in a way that harms our systems, our carrier relationships, or other customers.

14. Our property and your feedback

We own the Service and everything we provide through it, including software, templates, designs, and documentation, and all improvements to them. During your subscription, we grant you a non-exclusive, non-transferable right for your Users to use the Service for your internal business under this Agreement. We keep all rights not expressly granted. If you give us suggestions or feedback, we may use them without restriction or payment to you.

15. Mobile apps

The Hewer apps are available from the Apple App Store and Google Play. This Agreement is between you and Hewer only, not Apple or Google. The iOS app terms at the end of this Agreement apply to the iOS app.

16. Beta features

Features labeled beta, preview, or early access are provided as is, may change or be withdrawn at any time, and are excluded from any commitment in this Agreement.

17. Availability and support

We work to keep the Service available and to fix problems promptly, but we do not guarantee uninterrupted service and offer no service-level commitment. We may carry out maintenance, preferably outside business hours. Support is available at support@hewer.app.

18. Changes to the Service and to this Agreement

We improve the Service regularly and may add, change or remove features. We will not make a change that materially reduces the core functions you pay for without notice. We may update this Agreement. We will post each version with its effective date on this page and keep earlier versions available on request. For a material change, we will give at least 30 days' notice by email and in the Service, and we may ask you to accept the new version in the Service before you continue using it. If you do not agree, you may cancel before the change takes effect, and we will refund prepaid fees for the period after that date. A change does not apply to a dispute that arose before it took effect. Changes required by law, a carrier, or our payment processor may take effect sooner if 30 days' notice is not reasonably possible.

19. Warranties and disclaimers

Each of us confirms it has the authority to enter this Agreement.

APART FROM THAT, AND TO THE EXTENT THE LAW ALLOWS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT CALLS OR TEXTS WILL BE DELIVERED, THAT CARRIERS WILL APPROVE YOUR REGISTRATION, OR THAT AI OUTPUT, TEMPLATES, OR CALCULATIONS WILL BE ACCURATE.

20. Limitation of liability

20.1 TO THE EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF TOLD THEY WERE POSSIBLE.

20.2 EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE GREATER OF $100 AND THE FEES YOU PAID HEWER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

20.3 Sections 20.1 and 20.2 do not limit: (a) your obligation to pay fees and to reimburse amounts under section 9.5; (b) your obligations under section 21; (c) your or your Users' breach of section 9.3 or 13; or (d) either party's liability for fraud or willful misconduct.

20.4 THESE LIMITS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND THEY ARE REFLECTED IN THE PRICE OF THE SERVICE.

21. Indemnification

21.1 You will defend Hewer and its owners, officers, and employees against any third-party claim, investigation, or proceeding (including one by a carrier, regulator, or card network) arising from: (a) your Customer Data or your instructions to us; (b) calls, texts, or recordings made through your account, including claims under the TCPA, Florida's Telephone Solicitation Act, or call-recording laws; (c) card surcharges you apply; (d) your work, contracts, or disputes with End Customers; or (e) your or your Users' breach of section 9 or 13. You will pay the resulting judgments, settlements, fines, penalties, and reasonable attorneys' fees.

21.2 Process. We will notify you promptly of a claim (a delay excuses you only to the extent it harms you), let you control the defense and settlement, and cooperate at your expense. You may not settle in a way that admits fault by, or imposes obligations on, Hewer without our consent. We may take part with our own counsel at our own cost.

22. Confidentiality

Each of us will protect the other's non-public information that is marked confidential or would reasonably be understood to be confidential, use it only for this Agreement, and not disclose it except to people who need it and are bound to protect it. Confidential information does not include information that is or becomes public through no fault of the recipient, that the recipient already knew or developed independently, or that it lawfully received from someone else without a duty of confidence. If the law requires disclosure, the recipient will, where allowed, give the other party prompt notice. Customer Data is also governed by section 7. These duties last during this Agreement and for three years after it ends, and for trade secrets for as long as they remain trade secrets.

23. General terms

23.1 Governing law and disputes. This Agreement is governed by Florida law, without regard to its conflict-of-law rules. The state courts in Duval County, Florida, and the U.S. District Court for the Middle District of Florida, Jacksonville Division, have exclusive jurisdiction, and each party consents to them. Either party may bring an eligible individual claim in small claims court. Claims must be brought individually, not as a plaintiff or class member in any class, consolidated, or representative action.

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING FROM OR RELATING TO THIS AGREEMENT.

23.2 Assignment. You may not assign this Agreement without our written consent. We may assign it without your consent to an affiliate, or to a successor in a merger, reorganization, or sale of all or substantially all of the business or assets of the Service.

23.3 Notices and electronic communications. We send notices to the email address on your account. Legal notices to Hewer must be sent by email to hello@hewer.app. You agree to receive this Agreement, notices, and invoices electronically, and your electronic acceptance has the same effect as a signature. Service messages about billing, security, and your account are part of the Service while your account is active.

23.4 Order of precedence. If documents conflict, this order applies: (1) the iOS app terms below, only as to the iOS app; (2) this Agreement; (3) pricing shown at checkout; (4) policies linked from this Agreement. Our Terms of Service apply to your Users and End Customers, not to you as a Customer.

23.5 Export and sanctions. The Service is offered only to businesses in the United States. You represent that neither you nor any User is located in a U.S.-embargoed country or listed on a U.S. government restricted-party list, and you will not use the Service in violation of U.S. export or sanctions laws.

23.6 Survival. Sections 5 (for amounts owed), 7.2, 7.3, 7.6, 9.5, 12, 14, 19, 20, 21, 22, and 23, and any other term that by its nature should survive, survive the end of this Agreement.

23.7 Everything else. This Agreement is the entire agreement between us about the Service and replaces any earlier understanding. If part of it is unenforceable, the rest remains in effect. Not enforcing a term is not a waiver of it. Neither of us is responsible for delays caused by events beyond our reasonable control, which include actions of carriers, card networks, or our providers that we do not control, such as the rejection or suspension of a texting registration we did not cause; this does not excuse payment obligations. We are independent contractors; this Agreement creates no partnership or agency.

Terms for the Hewer iOS app

These terms apply to the Hewer app obtained from the Apple App Store (the "iOS App") and control over anything else in this Agreement that conflicts with them for the iOS App.

1. Parties. This Agreement is between you and Hewer only, not Apple Inc. ("Apple"). Hewer, not Apple, is solely responsible for the iOS App and its content.
2. Scope of license. Your license to the iOS App is limited to a non-transferable license to use it on Apple-branded products that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions, except that it may be accessed and used by other accounts associated with you through Family Sharing or volume purchasing.
3. Maintenance and support. Hewer is solely responsible for any maintenance and support of the iOS App, as stated in this Agreement or as required by law. Apple has no obligation to provide any maintenance or support for the iOS App.
4. Warranty. Hewer is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. If the iOS App fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iOS App (if any) to you. To the maximum extent permitted by law, Apple has no other warranty obligation for the iOS App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to a failure to conform to a warranty are Hewer's responsibility, subject to this Agreement.
5. Product claims. Hewer, not Apple, is responsible for addressing any claims by you or a third party relating to the iOS App or your possession or use of it, including: (a) product liability claims; (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation. This Agreement does not limit Hewer's liability to you beyond what applicable law permits.
6. Intellectual property. If a third party claims that the iOS App or your possession and use of it infringes that third party's intellectual property rights, Hewer, not Apple, is solely responsible for the investigation, defense, settlement, and discharge of that claim, to the extent required by this Agreement.
7. Legal compliance. You represent and warrant that (a) you are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
8. Developer contact. Questions, complaints, or claims about the iOS App should be directed to Hewer at support@hewer.app.
9. Third-party terms. You must comply with applicable third-party terms, such as your wireless data service agreement, when using the iOS App.
10. Third-party beneficiary. Apple and its subsidiaries are third-party beneficiaries of this Agreement as it relates to your license of the iOS App. Once you accept this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce it against you as a third-party beneficiary.