These Terms & Conditions ("Terms," "Agreement") govern your access to and use of the Toolsey marketing website at toolsey.com (the "Website") and the Toolsey and OC Lead Management mobile/web applications and related services (collectively, the "Services") provided by Toolsey, Inc. ("Toolsey," "we," "us," or "our").

By accessing or using the Services, you agree to these Terms. If you are accepting on behalf of a company, you represent that you have authority to bind that company, and "you" refers to that company. If you do not agree, do not use the Services.

Privacy: Our Privacy Policy explains how we collect and process personal data. If these Terms conflict with the Privacy Policy regarding data processing, the Privacy Policy controls for that topic.

1) Definitions

Account: The profile you or your company creates to use the Services.
Apps: Toolsey's mobile applications, including private-label versions such as OC Lead Management.
Customer Content: Data you (or your users) upload or generate in the Services (e.g., leads, messages, photos/video, measurements, documents, signatures).
Documentation: User guides, help docs, and other materials we provide.
Third-Party Services: Products or services not provided by Toolsey that you connect or use with the Services (e.g., CRMs, measurement providers, e-signature, analytics, messaging).

2) Scope; Order of precedence

These Terms apply to the Website and Apps. If you have a separate Master Subscription Agreement, Order Form, Statement of Work, or Data Processing Addendum (DPA) with Toolsey, those documents prevail to the extent they conflict with these Terms for the covered Services.
If there is a conflict about personal data processing, the Privacy Policy or DPA (as applicable) controls.

3) Accounts; Eligibility

You must be at least 18 and able to form a binding contract. You're responsible for your Account credentials and for all actions taken through your Account. Keep your information current and secure.

4) License & use of the Services

Subject to these Terms, Toolsey grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during your permitted term.

You must not:

(a) copy, modify, or create derivative works of the Services
(b) rent, lease, sell, sublicense, or otherwise transfer the Services to a third party
(c) reverse engineer, decompile, or attempt to extract source code except where allowed by law
(d) circumvent security or usage limits
(e) access the Services to build a competing product
(f) use the Services in violation of law or these Terms

Open-source components are provided under their respective licenses. To the extent required, those licenses govern the relevant components.

5) Acceptable Use (including messaging)

You agree not to (and not to permit others to):

Upload or transmit unlawful, harmful, defamatory, obscene, infringing, or otherwise objectionable content
Violate privacy, publicity, or intellectual property rights
Interfere with or disrupt the Services or the networks they run on
Bypass or defeat security or rate limits or perform unauthorized security testing
Send unsolicited or unlawful communications. If you use Toolsey features to send SMS, voice, or email, you are solely responsible for obtaining and honoring legally required consent and preferences (e.g., TCPA, CAN-SPAM, state analogs)
Collect precise location or other sensitive data without proper notice and consent from the data subjects when required by law

We may suspend or terminate Accounts for violations.

6) Customer Content & IP

Ownership

As between you and Toolsey, you own Customer Content. You grant Toolsey a worldwide, non-exclusive license to host, process, transmit, display, and create derivative works as necessary to provide and improve the Services, comply with law, and as otherwise permitted by these Terms and the Privacy Policy.

Your responsibilities

You're responsible for Customer Content (including obtaining any rights, consents, and notices) and for setting retention/deletion within the product.

Feedback

If you provide ideas or suggestions, you grant Toolsey a perpetual, irrevocable, royalty-free license to use them without restriction.

7) Third-Party Services & links

The Services may interoperate with Third-Party Services you enable. We don't control or endorse third parties and aren't responsible for their content, terms, or policies. Your use of Third-Party Services is governed by their terms. We may enable, modify, or discontinue integrations without liability.

8) Beta, trials, and tests

From time to time, we may offer beta, preview, or trial features. They are provided "as is", may be disabled at any time, and are excluded from any uptime or support commitments.

9) Modifications to the Services

We may enhance, update, or modify the Services (including their look and feel and available features). If any change materially reduces core functionality you use on a paid plan, your sole remedy is to stop using the affected feature or terminate as allowed by your commercial agreement.

10) Privacy

See our Privacy Policy for how we collect and use data (including device, usage, and location data with consent). For business customers, Toolsey generally acts as a processor/service provider of Customer Content; a DPA is available on request at [email protected].

11) Fees (if applicable)

Paid features are subject to the fees and terms in your Order Form or subscription page. Unless stated otherwise, subscriptions renew automatically for successive terms at then-current rates. You can cancel renewal per your plan settings; fees are typically non-refundable except where required by law or expressly stated.

12) Proprietary rights

The Services and Documentation are licensed, not sold. Toolsey and its licensors retain all rights, title, and interest, including intellectual property rights, in and to the Services, Documentation, and Toolsey marks and logos.

13) Export & sanctions

You must comply with U.S. and other applicable export, re-export, and sanctions laws. You represent you are not located in, or a resident of, an embargoed or restricted jurisdiction and are not a prohibited party on applicable government lists.

14) Government rights

Use by the U.S. Government is subject to restricted rights consistent with FAR/DFARS as applicable. Manufacturer: Toolsey, Inc.

15) Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOOLSEY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

16) Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TOOLSEY NOR ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, DATA LOSS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOOLSEY'S AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO TOOLSEY FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR $100 IF NO SUCH PAYMENTS WERE MADE). Some jurisdictions do not allow certain limitations; in those cases, the limitation applies to the fullest extent permitted.

17) Indemnification

You will defend, indemnify, and hold harmless Toolsey and its affiliates, officers, directors, employees, and agents from and against claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) your Customer Content
(b) your use of the Services in violation of these Terms or law
(c) your communications sent through the Services (including SMS/voice/email) without required prior consents

18) Suspension & termination

We may suspend or terminate access immediately for material violations or to prevent harm. You may stop using the Services at any time and request Account closure. Sections intended to survive (including 6, 7, 9, 12–19) will survive termination.

19) Changes to these Terms

We may update these Terms from time to time. We'll post the updated Terms and update the effective date. If changes are material, we will provide additional notice (e.g., email, in-product). Your continued use after the effective date constitutes acceptance.

20) Governing law; venue; equitable relief

These Terms are governed by the laws of the State of Indiana, excluding conflicts of law rules. Exclusive venue for any action arising out of or relating to these Terms lies in the state or federal courts located in Indiana, and you consent to jurisdiction there. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent unauthorized use or disclosure of confidential information or IP.

21) App-store terms (if you use the Apps)

The Apple App Store, Google Play, or other marketplace providers are third-party beneficiaries of these Terms as they relate to your App downloads and may enforce them. They are not responsible for support or maintenance of the Apps.

22) Miscellaneous

Entire agreement. These Terms, together with any applicable Order, Privacy Policy, and DPA, are the entire agreement concerning the Services.
Severability; waiver. If any provision is unenforceable, the rest remain in effect. Failure to enforce is not a waiver.
Assignment. You may not assign these Terms without Toolsey's prior written consent; Toolsey may assign to an affiliate or in connection with a merger, acquisition, or asset sale.
Language. The controlling language is English.
Notices. We may provide notices via the Services, email, or your Account. Legal notices to Toolsey: [email protected] (general) or [email protected] (privacy). Postal: 12175 Visionary Way, Fishers, IN 46038.

23) Contact

Questions about the Services or these Terms: [email protected]

Toolsey Terms & Conditions