1. Accepting these terms
These Terms of Service (the “Terms”) are an agreement between PalWest LLC (“PalWest,” “we,” “us” or “our”) and the business that signs up for PalWest (“you” or “your business”). They cover the PalWest website, web app, crew and client pages, and West, PalWest’s AI assistant (together, the “Service”). These Terms are also the end-user license agreement for the Service, including when you reach it through an app marketplace such as the Intuit App Store.
By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you accept them for a business, you confirm that you have authority to bind that business. If you do not agree, do not use the Service.
PalWest is built for businesses in the United States, not for personal, family or household use. You must be at least 18 years old to create an account. Our Privacy Policy explains how we handle personal information and forms part of these Terms.
2. The Service
PalWest helps contracting businesses run their operations: clients and inquiries, projects, quotes, change orders, invoices, payments, expenses and purchases, scheduling and visits, crews and field work, documents and photos, email, text messages to clients, and reports. West, PalWest’s AI assistant, can prepare drafts and suggestions for you to review.
We improve the Service over time, so features may be added, changed or retired. If we remove a feature you pay for in a way that materially reduces the Service, we will tell you in advance where we reasonably can. Some features depend on services from other companies, described in Third-party services, and are available only while those services are.
Unless we agree otherwise in writing, we do not promise any particular level of availability or response times (no service-level agreement). We may perform maintenance that briefly interrupts it.
3. Accounts and roles
Each business has one PalWest account with an owner. The owner can invite team members and give them a role: admins and office members work in the workspace, and field workers use the field and crew pages. Some actions are limited to the owner, or to owners and admins, such as connecting or disconnecting QuickBooks Online and exporting records.
- Give accurate information when you sign up and keep it current.
- Keep sign-in details private. Each person should use their own sign-in, and crew links should go only to the crew member they were made for.
- You are responsible for what happens under your account, including what your team members do, and for removing access when someone leaves your business.
- Tell us promptly at legal@palwest.com if you believe your account has been accessed without permission.
4. Your data and your responsibilities
“Your Data” means everything you and your team put into the Service or connect to it: business details, client and project records, quotes, invoices and payment records, files, photos, voice notes, messages, emails synced from a connected mailbox, and data from connected services such as QuickBooks Online. You keep all rights to Your Data.
You give us permission to host, copy, process, transmit and display Your Data only as needed to provide, secure and support the Service, to prevent misuse, and as the law requires. We do not sell Your Data. Our use of personal information is described in the Privacy Policy.
Much of Your Data is about your own clients, crews and suppliers. For that information, you decide what is collected and why, and we process it on your behalf. You are responsible for:
- having the right to put that information into PalWest and to have us process it under these Terms;
- giving the notices and getting the consents the law requires, including consent before PalWest sends text messages or emails to your clients for you;
- honoring opt-outs and requests from your clients, crews and others, with the tools PalWest provides;
- the accuracy of Your Data and of the quotes, invoices, messages and records you send or keep with PalWest; and
- keeping your own copies of records you are required by law to keep, using the export PalWest provides.
Texts and emails PalWest sends to your clients for you are your messages. You are responsible for the consent and the content they need under the laws and rules that apply to them, including the Telephone Consumer Protection Act, phone carriers’ messaging rules and the CAN-SPAM Act. PalWest honors STOP replies and unsubscribe links, but that does not replace your own compliance.
If we learn of a security incident that affects Your Data, we will notify you as required by law.
Do not put into PalWest information it is not designed to hold, such as health records, Social Security numbers, full payment card numbers or bank account credentials. Card payments are entered on Stripe’s pages, not in PalWest.
5. Acceptable use
You and your team must not, and must not help anyone else to:
- break any law, or infringe or misuse anyone’s rights, including privacy and intellectual property rights;
- send spam or unwanted messages, or text or email people who have not agreed to hear from you or who have opted out;
- upload malware, or content that is unlawful, deceptive, harassing or abusive;
- try to get into accounts, data or systems you are not allowed to use, or test the Service’s security without our written permission;
- interfere with or overload the Service, or get around its usage limits, rate limits or access controls;
- scrape the Service, or copy, decompile or reverse engineer it, except where the law allows that despite this restriction;
- resell, sublicense or offer the Service to others as a service bureau, unless we agree in writing; or
- use the Service or its outputs to build a competing product.
We may remove content or limit access if we reasonably believe it breaks this section, as described in Suspension and termination.
6. Third-party services
Parts of the Service work with services run by other companies. Each is governed by its own terms and privacy policy, which you accept with that company when you use or connect it. We are not responsible for those services, and they may change or stop working with PalWest.
- Stripe processes PalWest subscription payments, and card payments your clients make on your invoices through your own Stripe account. Stripe’s legal terms(opens in a new tab)
- Intuit QuickBooks Online, when you connect it. Intuit’s terms(opens in a new tab)
- Google provides sign-in with Google and, when you connect it, Gmail. Google’s terms(opens in a new tab)
- Twilio carries the text messages PalWest sends to your clients for you, from a number set up for your business.
- Other providers host PalWest, store files, send email, run AI models and report errors. They are listed in our Privacy Policy.
When you connect a third-party service, you authorize PalWest to access it and exchange data with it on your behalf, as described in the Service and in our Privacy Policy. You can disconnect it at any time; data already exchanged is not removed from the other service.
QuickBooks Online
When an owner or admin connects QuickBooks Online, PalWest reads your company’s settings, lets owners and admins search for QuickBooks records from PalWest, keeps the connection current, and ends its access when you disconnect. When invoice and payment sync becomes available and you turn it on, PalWest will create and update in QuickBooks the invoices, payments and QuickBooks customers you choose to sync; it will not delete or void anything in QuickBooks automatically. Your QuickBooks company remains your accounting record, and you remain responsible for your books, tax filings and accounting decisions.
7. AI features and West
West uses AI models to understand requests and to prepare drafts, summaries, suggestions and extracted details, such as a quote draft, a reply to a client, an email summary or the figures read from a receipt. To do that, PalWest uses AI service providers, which receive the request and the parts of Your Data needed to complete it, as listed in our Privacy Policy.
- AI output can be wrong, incomplete or out of date, even when it looks confident. Review every draft and suggestion before you rely on it, send it or approve it.
- West prepares changes for you to approve: what West drafts changes your records, or reaches your clients, only after a person on your team approves or sends it. PalWest’s own automatic messages, such as visit notices and reminders to your clients, go out according to the settings you choose in PalWest.
- You are responsible for the content you approve, send or keep, and for decisions you make with West’s help. West does not give legal, tax, accounting, engineering, safety or other professional advice.
- Do not use West to make decisions about people’s employment, credit or similar matters that the law treats as high-risk.
Subject to these Terms, you own the output West prepares for you from Your Data, to the extent the law allows anyone to own it. Similar requests from other businesses may produce similar output.
8. Subscriptions, billing and free access
PalWest is sold as a subscription per business, on the plans and prices shown on our pricing page or agreed with you. Prices are in US dollars and billed monthly in advance through Stripe. Subscriptions renew automatically each month until cancelled.
- You authorize us, through Stripe, to charge your payment method for each period and for any plan change you make. Plan changes take effect as shown when you make them.
- Fees do not include taxes. You are responsible for sales, use and similar taxes on the Service, other than taxes on our income.
- You can cancel at any time from your billing settings. Cancellation stops the next renewal; you keep access until the end of the period you have paid for.
- If a payment fails, you keep access for a short grace period while you update your payment method. After that, access to the workspace is paused until the subscription is paid or a plan is chosen. Your Data is not deleted because a payment failed.
- Fees already paid are not refundable, except where the law requires a refund or we agree to one in writing.
- We may change prices or plans. We will tell you before a price increase applies to you, and it takes effect from your next billing period after the notice.
We may give some businesses free or discounted access, for example during a beta. Free access is offered at our discretion, may have an end date, and can be changed or ended by us with notice. When it ends, choose a plan to keep using the Service. These Terms apply to free access too.
9. Our intellectual property and your license
The Service, including its software, design, text, West’s character and the PalWest name and logos, belongs to us and our licensors and is protected by intellectual property laws. Except for the rights granted in these Terms, we keep all rights in the Service.
Subject to these Terms and while your subscription or free access is active, we grant your business a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service, for your internal business purposes, through the team members you authorize. This license ends when your account ends.
Some parts of the Service include open-source software, which is licensed under its own terms. Nothing in these Terms limits your rights under those licenses.
10. Feedback
If you send us ideas, suggestions or other feedback about the Service, we may use them without restriction or payment to you. Feedback does not include Your Data, and using feedback does not give us any right to Your Data.
11. Confidentiality
Each of us may receive non-public information from the other that is marked as confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Your Data is your Confidential Information. Non-public details of the Service, such as pricing we offer you, are ours.
The receiving party will use the other’s Confidential Information only to perform under these Terms, protect it with at least reasonable care, and share it only with its employees, contractors and service providers who need it for that purpose and are bound by similar duties. These duties do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is received lawfully from someone else without a duty of confidence, or is developed independently. A party may disclose Confidential Information when the law requires, after giving the other party notice where the law allows.
12. Suspension and termination
You can stop using PalWest at any time by cancelling your subscription. To close your account and have Your Data deleted, write to us at legal@palwest.com.
We may suspend or limit access to the Service, in whole or in part, if:
- you or your team break these Terms, including Acceptable use, or do not pay fees when due;
- it is needed to prevent harm to the Service, to other businesses, to your clients or to the public, or to investigate suspected misuse; or
- the law, a court or a regulator requires it.
Where it is reasonable, we will tell you first and give you a chance to fix the problem. We may end these Terms and your account if a serious breach is not fixed within a reasonable time after notice, if you repeatedly break them, or with 30 days’ notice if we stop offering the Service.
Sections that by their nature should continue after these Terms end will continue, including Your data and your responsibilities, Our intellectual property, Feedback, Confidentiality, Disclaimers, Limitation of liability, Indemnity and Governing law and disputes.
13. Data export and deletion after termination
While your account is active, the owner can download an export of the business records PalWest holds from Settings, under Recovery and records. The export covers your records and file details; files themselves are downloaded from their project or document pages. Export what you need before your account ends.
After your account ends, the owner can ask us at legal@palwest.com for an export of the records we still hold. We will then delete or de-identify Your Data within a reasonable time, except information we must keep to meet legal, tax, accounting or security obligations, to resolve disputes or to enforce these Terms. Copies in backups are removed as those backups are replaced in the normal course.
Disconnecting a third-party service does not delete data already sent to it. For example, records PalWest created in your QuickBooks company stay there.
14. Disclaimers
THE SERVICE, INCLUDING WEST AND ALL AI OUTPUT, IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY. WE DO NOT PROMISE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DATA WILL NEVER BE LOST, OR THAT AI OUTPUT, CALCULATIONS, TAX AMOUNTS, MAPS, WEATHER OR OTHER INFORMATION WILL BE CORRECT. YOU ARE RESPONSIBLE FOR CHECKING THEM BEFORE YOU RELY ON THEM.
Features we label beta, preview or early access are offered to try before they are finished. They are provided as is, may change or be withdrawn at any time, and may not work as expected.
15. Limitation of liability
TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OR GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF IT WAS TOLD THEY WERE POSSIBLE.
TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US $100 IF THAT AMOUNT IS LESS.
These limits do not apply to your obligation to pay fees, to your indemnity obligations, or to liability that the law does not allow to be limited, such as liability for fraud or wilful misconduct.
16. Indemnity
You will defend and indemnify PalWest and its officers, employees and agents against any third-party claim, and the resulting losses, damages, fines and reasonable costs, including legal fees, arising out of Your Data, your use of the Service in breach of these Terms or the law, or messages, quotes, invoices and other content you send through the Service. This includes claims by your clients, crews and suppliers, and claims about texts or emails sent without the required consent.
We will tell you promptly about any claim you are asked to defend, let you control its defense and settlement (you may not settle a claim in a way that admits fault for us or binds us without our consent), and give reasonable help at your expense.
17. Copyright complaints
If you believe content in the Service infringes your copyright, send a notice to legal@palwest.com or to our mailing address in Notices and contact, with: your contact details; the work you say is infringed; where the content is in the Service; a statement that you believe in good faith the use is not authorized; a statement, under penalty of perjury, that your notice is accurate and that you are the owner or authorized to act for the owner; and your physical or electronic signature. We will respond as the Digital Millennium Copyright Act provides, which may include removing the content and, for repeat infringers, ending access.
18. Changes to these Terms
We may update these Terms as the Service and the law change. The date at the top of this page shows when they last changed. If a change is material, we will tell the account owner by email or in the Service before it takes effect. If you keep using the Service after a change takes effect, you accept the updated Terms; if you do not agree, cancel your subscription before then.
19. Governing law and disputes
These Terms are governed by the laws of the State of Texas and applicable US federal law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before starting a formal claim, each party agrees to try to resolve the dispute informally by writing to the other and allowing 30 days for a response. If the dispute is not resolved, it will be heard only in the state or federal courts located in Collin County, Texas, and each party consents to those courts’ jurisdiction. Either party may ask any court for urgent relief to protect its intellectual property or Confidential Information.
20. General terms
- These Terms, the Privacy Policy and any order or written agreement that refers to them are the whole agreement between us about the Service and replace earlier agreements on the same subject.
- If any part of these Terms cannot be enforced, the rest stays in effect. Not enforcing a right right away does not waive it.
- You may not transfer these Terms without our written consent. We may transfer them to a company that takes over all or most of our business or the Service, and we will tell you if we do.
- Neither party is liable for delays or failures caused by events beyond its reasonable control, such as outages of internet or hosting providers, natural disasters or government action. This does not excuse paying fees.
- The parties are independent contractors. These Terms do not create a partnership, employment or agency relationship, and there are no third-party beneficiaries.
- You agree to receive notices, agreements and other communications from us electronically, by email or in the Service, and that they meet any legal requirement for a writing. Accepting these Terms, quotes or other documents electronically is as binding as a handwritten signature.
- You will use the Service in line with US export control and sanctions laws, and will not use it, or let anyone use it, from a sanctioned country or as a person on a US government restricted-party list.
- The Service is commercial computer software. US government users receive only the rights in these Terms, as provided by FAR 12.212 and DFARS 227.7202.
- Section headings are for convenience and do not change the meaning of these Terms. If these Terms conflict with an order or written agreement signed by both parties, that agreement controls; otherwise these Terms control over the Privacy Policy and other documents they refer to.
21. Notices and contact
We send notices to the account owner’s email address or in the Service. Send legal notices and questions about these Terms to:
PalWest LLC 702 Donny Brook Dr, Wylie, TX 75098 legal@palwest.com