Terms of Service

These Terms of Service ("Terms") form a binding contract between Cottonworks LLC [LEGAL REVIEW: confirm exact entity name, state of formation, and principal address] ("Cottonworks," "we," "us," "our") and the public agency, special district, county department, municipal utility, or other entity identified during checkout ("Customer," "you," "your"), acting through the individual who completed the subscription process or signed an Order Form.

You accept these Terms by any of the following: (a) clicking "Continue to payment" or an equivalent acceptance button on the subscribe page; (b) completing Stripe Checkout for a Cottonworks subscription; (c) signing an Order Form that references these Terms; or (d) accessing or using the Service. The person accepting these Terms represents and warrants that they have the authority to bind the Customer entity.

These Terms incorporate by reference our Privacy Policy and any Order Form, Statement of Work, or written amendment we agree to in writing. In the event of a conflict between these Terms and a signed Order Form, the Order Form controls for the deal it covers.

Capitalized terms used in these Terms have the meanings below.

• "Authorized User" means an individual employee, contractor, or agent of Customer whom Customer has granted access to the Service.
• "Customer Data" means all data, files, records, and content that Customer or its Authorized Users upload to, generate within, or transmit through the Service.
• "Documentation" means the user-facing help materials we publish at app.cottonworks.us and elsewhere describing how the Service works.
• "Effective Date" means the date you first accept these Terms or the date stated on a signed Order Form, whichever is earlier.
• "Initial Term" means the 1-year, 2-year, or 3-year period selected at subscription, beginning on the Effective Date.
• "Order" means a self-serve checkout on the marketing site or a written Order Form signed by both parties.
• "Renewal Term" means any post-Initial Term continuation, including the automatic month-to-month renewal described in Section 5.
• "Service" means the Cottonworks software-as-a-service product accessible at app.cottonworks.us and its associated APIs, integrations, mobile clients, and Documentation.
• "Subprocessor" means a third-party provider Cottonworks uses to deliver part of the Service (e.g., hosting, email, payment processing). The current list lives in our Privacy Policy.
• "Subscription Term" means the Initial Term plus any Renewal Terms.
• "Confidential Information" has the meaning given in Section 10.

What it is. Cottonworks is a web-based platform for managing public-works assets, projects, work orders, inspections, contracts, invoices, emergency-response records, and related operational data. The current feature set live at any moment is whatever is shipping on app.cottonworks.us.

Included with every subscription. All features. Unlimited Authorized Users within your population tier. Hands-on onboarding. Up to 10 hours of data-migration work as part of the setup fee (we'll upload your existing spreadsheets and exports into your workspace before you go live). Email support during US business hours, same-business-day response.

Updates and changes. We add features, fix bugs, and occasionally retire features that nobody uses. Routine changes that improve or maintain the Service do not require notice. Material changes that materially affect how Customer Data behaves or how Authorized Users interact with the Service will be communicated in advance via email to the account owner and an in-product banner. "Material" means in our reasonable judgment.

Beta and early-access features. We may make pre-release features available marked as "Beta," "Preview," or similar. Those features are provided AS-IS, may change or disappear without notice, and are explicitly excluded from the service-availability commitments in Section 7. Don't rely on Beta features for production records-keeping.

Documentation. The Documentation describes how the Service works at the time of publication. We keep it current to within ~30 days of feature changes. The Documentation is not a contractual specification; the canonical specification is the running Service.

Account owner. The individual who completes checkout becomes the "Owner" of the Cottonworks workspace and is the primary point of contact for billing and administrative matters. The Owner may transfer ownership to another Authorized User at any time from inside the Service.

Adding users. The Owner and any Authorized User granted "admin" permissions may invite additional Authorized Users by email. There is no per-user fee within your population tier.

Credentials. Each Authorized User must have a unique login. Sharing credentials between individuals is prohibited because it defeats the audit log and undermines the integrity of the records-keeping function. Customer is responsible for the security of credentials issued to its Authorized Users and for any activity occurring under those credentials.

Authorization. Customer is responsible for ensuring that its Authorized Users are authorized (under Customer's own internal policies and applicable law) to access the Customer Data they can view in the Service. Cottonworks does not independently verify whether a given Authorized User should have access to a particular record within Customer's workspace.

Suspected unauthorized access. If you suspect any unauthorized use of your account, notify us immediately at team@cottonworks.us. We will assist with investigation, revoke compromised credentials, and provide audit-log exports.

Initial Term. Every public Cottonworks subscription begins with an Initial Term of 1, 2, or 3 years, selected during checkout or in a signed Order Form. The Initial Term begins on the Effective Date.

No month-to-month starter plan. Cottonworks does not sell a month-to-month subscription as an initial offering. The only way to reach a month-to-month state is to complete an Initial Term and let it auto-continue per the next paragraph.

Auto-continuation after the Initial Term. When the Initial Term ends, the subscription automatically continues on a month-to-month basis at the then-current standard monthly rate ($699/month per agency as of the Effective Date, for agencies serving populations under 25,000). This continuation is the "Renewal Term." Each Renewal Term is a calendar month, and the Renewal Term automatically extends month over month until cancelled.

Cancellation during a Renewal Term. During a month-to-month Renewal Term, either party may cancel with at least 14 days' advance written notice to the other party. Cancellation takes effect at the end of the calendar month following the notice period. No early-termination fee applies because the Initial Term commitment is already complete.

Cancellation during the Initial Term. The Initial Term is non-cancellable for convenience. If Customer stops paying mid-Initial-Term, the unpaid balance of the committed Term becomes immediately due. Exceptions:

• Material breach by Cottonworks that is not cured within the cure period in Section 18;
• Insolvency of Cottonworks, assignment for the benefit of creditors, or bankruptcy filing by Cottonworks;
• Cottonworks ceasing to offer the Service generally;
• A written termination agreement signed by both parties;
• Where applicable law permits cancellation by Customer (e.g., consumer-protection statutes that override contract terms).

Renewal pricing. The standard monthly rate during a Renewal Term may increase year over year on the anniversary of the Effective Date, but not by more than 10% per year and not without at least 60 days' advance written notice to the account owner. If Cottonworks proposes a rate increase, Customer may decline by cancelling per the 14-day notice rule above; cancellation under those circumstances takes effect on the day before the new rate would apply. [LEGAL REVIEW]

Renewal of a Term commitment. At any time during the Initial Term or a Renewal Term, Customer may sign a new 1-, 2-, or 3-year Term commitment to lock in pricing and qualify for fresh discounts (months free on 2yr/3yr terms). The new commitment supersedes the Renewal Term as of its effective date.

Base subscription rate. $699 per month per agency for agencies serving populations under 25,000. Higher-population tiers are quoted separately and reflected on the applicable Order Form.

Setup fee. A one-time $850 setup fee is added to your first invoice. The fee covers:

• Up to 10 hours of data-migration work — we upload your existing asset, project, work-order, contract, or invoice data from spreadsheets, exports, or scanned documents you send us;
• Initial workflow configuration to match your agency's processes;
• One live training session for your team (up to 90 minutes, recorded for later viewing).

Setup-fee defaults & opt-out. The $850 onboarding setup is auto-included on every plan by default. Customer may opt out by unchecking the "Include onboarding setup" checkbox at the subscribe form, in which case Cottonworks performs no data migration, workflow configuration, or live training, and the $850 is not charged. The opt-out election is recorded in subscriptions.setup_fee_waived. The previously- advertised auto-waiver of the setup fee on 2-year and 3-year terms is discontinued as of May 26, 2026.

Setup-fee overage. If your data migration would require more than 10 hours of work, we will give you a written estimate of the additional time and seek your written approval before doing any work beyond the 10-hour ceiling. You are never billed for setup overage you didn't authorize.

Payment methods. We accept (a) credit card via Stripe; (b) ACH bank transfer via Stripe; and (c) purchase order against a PDF invoice paid by check or wire. We do not accept Klarna, Cash App, Amazon Pay, or other consumer-oriented payment methods. All payments are processed through Stripe except for PO/check payments, which we mark as received in our billing ledger.

Billing schedule. Prepay plans: full Term amount due on the Effective Date. Monthly-contract plans: equal monthly installments, each due on the same day of the month as the Effective Date. Renewal-Term month-to-month subscriptions: due each month on the renewal anniversary date.

Invoice timing. Invoices for card and ACH customers are issued and charged automatically. Invoices for PO/check customers are emailed at least 14 days before the due date and bear net-30 payment terms unless otherwise agreed in writing.

Late payment. Invoices are due within 30 days of issuance. Past-due accounts may be suspended on 30 days' written notice after the due date passes (so 60 days after the original invoice date). Cottonworks does not assess interest or late fees during the first 60 days past due. After 60 days, interest may accrue at the lesser of 1% per month or the maximum rate permitted by applicable law. [LEGAL REVIEW: confirm interest rate complies with California and any specific public-agency statutes that limit interest on overdue government-vendor invoices.]

Disputed amounts. If Customer disputes an invoiced amount in good faith, Customer will pay the undisputed portion by the due date and notify us in writing of the dispute within 30 days of the invoice date. We will work in good faith to resolve the dispute within 30 days of notice. Properly disputed amounts will not trigger suspension under the prior paragraph until the dispute is resolved against Customer or fails to be resolved within the 30-day good-faith window.

Taxes. Quoted prices are exclusive of any sales, use, excise, VAT, GST, or similar transaction taxes (collectively, "Taxes"). Customer is responsible for all Taxes legally imposed on the transaction other than taxes on Cottonworks' net income.

Tax exemption. Government and non-profit customers that are tax-exempt should provide a valid exemption certificate at signup or as soon as practical thereafter. We will not collect tax against valid exemption certificates. We are not responsible for refunding tax collected on transactions that occurred before we received a valid exemption certificate, but we will refund any prospective tax collected after the certificate is on file.

No fee changes during the Initial Term. The base subscription rate and the setup-fee terms are fixed for the duration of the Initial Term. Fee changes can only take effect at the start of a Renewal Term, per Section 5.

Availability target. We target 99.5% monthly availability of the production Service, measured as the percentage of minutes in a calendar month during which the Service was reachable and returning expected responses, excluding the categories below. [LEGAL REVIEW: confirm SLA numbers are conservative enough to be operationally defensible.]

Excluded from the target. The following do not count against availability:

• Scheduled maintenance windows announced at least 48 hours in advance;
• Emergency maintenance reasonably necessary to address a security incident or critical bug, with notice as soon as practical;
• Outages caused by force-majeure events under Section 19;
• Outages caused by Customer's own systems, networks, or actions;
• Outages of upstream Subprocessors (Stripe, Supabase, Render, etc.) that are not directly attributable to Cottonworks' configuration;
• Outages of Beta, Preview, or sandbox environments.

Service credit. If availability in a calendar month falls below 99.5% (excluding the above), Customer may request a prorated credit equal to the percentage of the month during which the Service was unavailable. Credits are applied to future invoices. The maximum credit in any month is 30% of the monthly subscription fee. Credits are Customer's sole and exclusive remedy for availability failures.

Credit request process. Submit credit requests to team@cottonworks.us within 30 days of the end of the affected month, with the dates and times of the outage. We'll respond within 10 business days.

Performance and capacity. We commit to scaling the Service to support Customer's reasonable usage of the features included in their subscription. Anomalous usage (e.g., automated mass-data scraping, API calls at rates inconsistent with human-operated agencies) may be rate-limited; we'll reach out before rate-limiting if we suspect a legitimate use case.

Ownership. As between Customer and Cottonworks, Customer owns all right, title, and interest in and to its Customer Data. Cottonworks does not acquire any ownership rights in Customer Data by providing the Service.

License to process. Customer grants Cottonworks a limited, non-exclusive, non-transferable, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide, maintain, secure, and improve the Service for Customer. This license terminates when the Customer Data is deleted per the retention rules below.

No use for AI training or third-party purposes. Cottonworks does not use Customer Data to train AI or machine-learning models that operate outside Customer's own workspace. Cottonworks does not sell Customer Data. Cottonworks does not share Customer Data with advertisers or marketers.

Aggregated and de-identified data. Cottonworks may compile aggregated, statistical, or de-identified data derived from Customer Data and use it for product analytics, capacity planning, security research, and benchmarking — provided that such data is irreversibly disassociated from Customer's identity and contains no personal data. Aggregated data may also be published in industry reports or marketing materials in a form that does not identify Customer or any individual.

Customer responsibility for accuracy. Customer is responsible for the accuracy, quality, legality, and intellectual-property compliance of Customer Data. Customer represents that it has all rights necessary to upload Customer Data to the Service and that uploading it does not violate any law or any third party's rights.

Export. At any time during the Subscription Term, Customer may export Customer Data in machine-readable formats (CSV, JSON, or both) directly from the Service's built-in export tools. On written request, we will deliver a complete point-in-time export of all Customer Data within 30 days at no cost.

Post-termination access. For 90 days after the Subscription Term ends, Customer Data remains accessible to Customer through the export tools above so that Customer can complete any final migrations. The Service's read-write features are disabled during this 90-day period; only read and export remain.

Permanent deletion. After the 90-day post-termination window, Customer Data is permanently deleted from Cottonworks' active production systems within 30 days. Encrypted off-site backups containing Customer Data are rotated and overwritten within 90 additional days, after which Customer Data no longer exists in any system controlled by Cottonworks.

Backups. Cottonworks maintains encrypted backups of Customer Data and tests restore procedures periodically. Backup retention is approximately 30 days for nightly snapshots; longer-retention backups (weekly, monthly) may exist up to 90 days. Backups are deleted on the rolling schedule above. Customer's own export functions are the canonical mechanism for long-term records archiving; Customer should not rely on Cottonworks' operational backups as a substitute for Customer's own records-retention practices.

Subpoenas and legal process. If Cottonworks receives a subpoena, court order, search warrant, or other legal process that would compel disclosure of Customer Data, we will, unless prohibited by the legal process or applicable law: (a) notify Customer promptly so Customer can object or seek a protective order; (b) cooperate with reasonable requests by Customer to challenge the legal process at Customer's expense; and (c) disclose only the data necessary to comply.

Public-records requests directed to Cottonworks. If a member of the public submits a public- records request to Cottonworks for records that constitute Customer Data, we will not respond on Customer's behalf. We will redirect the requester to Customer's public-records officer and notify Customer of the request. See Section 22 for additional public-agency considerations.

Authorized Subprocessors. Cottonworks engages a small set of well-known third-party providers to deliver the Service. The current list lives in the Privacy Policy and includes providers for payment processing, database hosting, email delivery, application hosting, edge networking, and selected AI-assisted features.

Subprocessor obligations. Each Subprocessor is bound by contract to: (a) use Customer Data only as necessary to deliver the slice of the Service they provide; (b) maintain confidentiality of Customer Data; (c) implement reasonable technical and organizational security measures; and (d) comply with applicable data protection law. Cottonworks remains responsible for the acts and omissions of its Subprocessors as if they were Cottonworks' own.

Adding or replacing Subprocessors. When Cottonworks engages a new Subprocessor whose role materially affects how Customer Data is handled, we will provide at least 30 days' advance written notice via email to the account owner and an in-product banner. During the notice period, Customer may object to the new Subprocessor in writing; if Cottonworks cannot reasonably accommodate the objection, Customer may terminate the affected portion of its subscription for material breach under Section 18 and receive a prorated refund of fees for the unused portion of the Initial Term.

Data Processing Agreement. For customers subject to GDPR, CPRA, or analogous data-protection regimes, Cottonworks offers a Data Processing Agreement ("DPA") that supplements these Terms. Request the DPA at team@cottonworks.us. The DPA, once executed, takes precedence over conflicting data-protection provisions in these Terms. [LEGAL REVIEW: draft a standalone DPA with SCCs / standard contractual clauses if any data leaves the US.]

Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Cottonworks' Confidential Information includes the Service's source code, internal pricing and discounting policies, product roadmap, security architecture, and any non-public business plans. Customer's Confidential Information includes Customer Data, internal budgets and personnel decisions, and any business or operational information shared with Cottonworks during onboarding or support.

Obligation. Each party will (a) hold the other's Confidential Information in strict confidence; (b) use it only for purposes of performing under these Terms; (c) not disclose it to any third party except to employees, contractors, Subprocessors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as these Terms; and (d) protect it using the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than reasonable care.

Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was in Recipient's possession before disclosure by Discloser, without an obligation of confidentiality; (c) is independently developed by Recipient without use of or reference to Discloser's Confidential Information; or (d) is rightfully obtained by Recipient from a third party not under an obligation of confidentiality.

Disclosure required by law. If Recipient is required by subpoena, court order, or other legal process to disclose Confidential Information, Recipient will, where legally permitted, promptly notify Discloser to allow Discloser to seek a protective order or other appropriate remedy. Recipient will disclose only the portion of Confidential Information that is legally required.

Duration. The confidentiality obligations in this Section survive termination of these Terms for 5 years, except for trade secrets, which remain protected so long as they qualify as trade secrets under applicable law.

Customer agrees that it will not, and will not allow any Authorized User to:

• Use the Service to store data that is not Customer's lawful business record;
• Upload malicious code, viruses, worms, or any code designed to disrupt or compromise the Service or any other system;
• Attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code of the Service, except to the extent applicable law permits such activity notwithstanding contractual prohibitions;
• Exploit any vulnerability or attempt to gain unauthorized access to any account, data, or system;
• Resell, sublicense, or otherwise transfer access to the Service to any third party without Cottonworks' prior written consent;
• Use the Service to violate any applicable law or regulation, including data-protection laws, anti-discrimination laws, anti-corruption laws (including the FCPA), export-control laws, or sanctions regimes;
• Use the Service to harass, threaten, or harm any individual, or to facilitate any unlawful act against any individual;
• Submit data containing protected health information ("PHI") subject to HIPAA, payment card data subject to PCI-DSS, or other data subject to specific regulatory regimes that Cottonworks has not represented in writing that the Service supports; [LEGAL REVIEW: confirm whether the Service is intended to support PHI / PCI / etc. before launch — if not, the prohibition stands; if yes, add specific compliance commitments.]
• Probe, scan, or test the vulnerability of any Cottonworks system or breach any security or authentication measure, except as part of a coordinated security review explicitly authorized in writing by Cottonworks;
• Send unsolicited commercial communications (spam) through any feature of the Service;
• Use the Service in any manner that exceeds reasonable request volume, processor, storage, or network capacity allocated for Customer's subscription tier.

Suspension for breach. If we have a good-faith belief that an active breach of this Section is occurring, we may suspend the affected account or feature. We will tell you what we saw and give you a reasonable chance to respond unless waiting would let the harm continue, in which case we'll act immediately and notify you afterward.

Cottonworks IP. The Service, including all software, source code, designs, user interfaces, algorithms, data models, Documentation, and trademarks, is owned by Cottonworks or its licensors and is protected by copyright, trade secret, and other intellectual-property laws. Customer is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its internal business purposes during the Subscription Term, subject to these Terms. No other rights are granted.

Customer IP. Customer retains all right, title, and interest in and to Customer Data and any Customer-owned materials Customer makes available through the Service. Section 8 governs the license Customer grants Cottonworks to process Customer Data.

Feedback. If Customer voluntarily provides Cottonworks with suggestions, ideas, enhancement requests, or feedback about the Service ("Feedback"), Customer grants Cottonworks a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate the Feedback into the Service and other Cottonworks products without obligation or attribution to Customer. Customer does not have to provide Feedback; if you don't want this license to apply, just don't send us product suggestions.

Trademarks. "Cottonworks" and the Cottonworks logo are trademarks of Cottonworks. Customer may not use Cottonworks' trademarks except as expressly permitted in writing (e.g., to identify the Service Customer is using in internal documentation). Cottonworks may list Customer's name and logo on Cottonworks' customer list and marketing materials in a factual, non-misleading way; Customer may opt out by writing to team@cottonworks.us.

Open-source components. The Service includes open-source software components governed by their respective licenses. Notices and license texts are available on request. Open-source components are licensed to Customer under the terms of the applicable open-source licenses, not these Terms.

Cottonworks warranties. Cottonworks warrants that, during the Subscription Term:

• The Service will substantially conform to the Documentation;
• Cottonworks will perform the Service with reasonable skill and care, in a workmanlike manner, and in compliance with applicable law;
• Cottonworks has the right to grant Customer access to the Service and does not, to its knowledge, infringe any third party's intellectual-property rights;
• Cottonworks will not knowingly introduce malicious code into the Service.

Remedy for warranty breach. Customer's exclusive remedy for breach of these warranties is for Cottonworks to use commercially reasonable efforts to correct the non-conforming Service. If Cottonworks cannot correct the non-conformity within 30 days of Customer's written notice, Customer may terminate the affected portion of its subscription per Section 18 and receive a prorated refund of prepaid fees for the unused portion of the Initial Term.

Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND COTTONWORKS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COTTONWORKS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS NOT EXPRESSLY COMMITTED TO IN WRITING.

By Cottonworks. Cottonworks will defend Customer against any third-party claim alleging that the Service, as provided by Cottonworks and used by Customer in accordance with these Terms, infringes that third party's United States patent, copyright, trademark, or trade-secret rights, and will pay any damages awarded against Customer (or the settlement amount Cottonworks agrees to) in connection with such a claim.

Exclusions. Cottonworks has no indemnity obligation under the prior paragraph to the extent a claim arises from: (a) Customer's combination of the Service with software, data, or services not provided by Cottonworks; (b) Customer Data or any modification of the Service by Customer; (c) Customer's continued use of the Service after Cottonworks has provided a non-infringing alternative or notified Customer to stop the infringing use; or (d) Customer's breach of these Terms.

Mitigation options. If the Service is, or in Cottonworks' reasonable opinion is likely to be, held to infringe, Cottonworks may at its option and expense: (a) procure the right for Customer to continue using the Service; (b) modify the Service to be non-infringing while preserving substantially equivalent functionality; or (c) terminate the affected portion of Customer's subscription and refund prepaid fees for the unused portion of the Initial Term. The remedies in this Section are Cottonworks' sole liability and Customer's exclusive remedy for intellectual-property infringement claims.

By Customer. Customer will defend Cottonworks against any third-party claim arising from: (a) Customer Data, including any claim that Customer Data infringes a third party's rights or violates applicable law; (b) Customer's breach of Section 11 (Acceptable Use); or (c) Customer's use of the Service in violation of applicable law. Customer will pay any damages awarded against Cottonworks (or the settlement amount Customer agrees to) in connection with such a claim. [LEGAL REVIEW: many public agencies have statutory limits on their ability to indemnify private parties — see Section 22.]

Process. The indemnified party will: (a) promptly notify the indemnifying party of the claim in writing; (b) give the indemnifying party sole control of the defense and settlement (provided that no settlement that admits fault or imposes any obligation on the indemnified party requires the indemnified party's prior written consent); and (c) reasonably cooperate with the defense at the indemnifying party's expense.

Cap on direct damages. EXCEPT FOR THE EXCLUSIONS BELOW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COTTONWORKS UNDER THESE TERMS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exclusion of indirect damages. EXCEPT FOR THE EXCLUSIONS BELOW, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Exclusions from the cap. The liability cap and exclusion of indirect damages do not apply to: (a) the parties' indemnification obligations under Section 14; (b) a party's breach of its confidentiality obligations under Section 10; (c) Customer's payment obligations under Section 6; (d) either party's gross negligence, willful misconduct, or fraud; or (e) liability that cannot be limited or excluded under applicable law.

Allocation of risk. The limitations of liability in this Section reflect the agreed allocation of risk between the parties, including the fact that the fees Customer pays for the Service reflect this allocation. The limitations apply notwithstanding the failure of any limited remedy of its essential purpose. [LEGAL REVIEW: public agencies in California and other states often have statutory limits or sovereign-immunity defenses that interact with these caps. Confirm with counsel that the cap language doesn't create unintended exposure or fail to capture the parties' commercial intent.]

Term. These Terms take effect on the Effective Date and continue for the Subscription Term and any Renewal Terms.

Termination for material breach. Either party may terminate these Terms for the other party's material breach if: (a) the non-breaching party gives written notice describing the breach; and (b) the breaching party fails to cure the breach within 30 days of the notice (or, for breaches that cannot be cured within 30 days, fails to begin curing the breach within 30 days and diligently pursue cure thereafter).

Termination for insolvency. Either party may terminate these Terms immediately by written notice if the other party: (a) becomes insolvent or unable to pay its debts as they become due; (b) files or has filed against it a petition under any bankruptcy or insolvency law; (c) makes an assignment for the benefit of creditors; or (d) has a receiver, trustee, or similar agent appointed for any substantial part of its property.

Termination for convenience by Customer. Customer may not terminate for convenience during the Initial Term. Customer may terminate for convenience during any month-to-month Renewal Term per Section 5.

Termination for convenience by Cottonworks. Cottonworks may terminate these Terms for convenience on at least 60 days' written notice. If Cottonworks does so during an Initial Term, Customer will receive a prorated refund of prepaid fees for the unused portion of the Initial Term.

Effect of termination. On termination of these Terms: (a) Customer's right to access the Service ends, subject to the 90-day post-termination read-only window in Section 8; (b) accrued fees up to the termination date become immediately due and payable; (c) each party will return or destroy the other party's Confidential Information in its possession; and (d) the provisions of these Terms that by their nature are intended to survive termination — including Sections 8 (Customer Data), 10 (Confidentiality), 12 (Intellectual Property), 13 (Warranties and Disclaimers, with respect to its disclaimer subsections), 14 (Indemnification), 15 (Limitation of Liability), 20 (Notices), 21 (Governing Law and Disputes), and 25 (Miscellaneous) — will survive.

Cottonworks may suspend Customer's access to the Service in whole or in part if: (a) Customer's account is more than 60 days past due and we have given the notice required by Section 6; (b) we have a good-faith belief that Customer is breaching Section 11 (Acceptable Use); (c) suspension is necessary to comply with a court order, legal process, or applicable law; or (d) suspension is necessary to protect the Service, other Cottonworks customers, or any individual from imminent harm.

Except in cases of immediate harm under (d), we will give Customer at least 7 days' written notice before suspending. Suspension does not relieve Customer of its obligation to pay fees accrued before suspension. If suspension lasts longer than 30 days due to Customer's uncured material breach, either party may terminate per Section 16.

Both parties. Each party will comply with all laws, regulations, and orders applicable to its performance under these Terms, including data-protection, anti-corruption, anti-discrimination, sanctions, and export-control laws.

Customer responsibilities. Customer is responsible for: (a) determining whether the Service is appropriate for Customer's intended use; (b) configuring the Service to comply with Customer's legal and regulatory obligations; (c) obtaining any consents required from Customer's employees, contractors, or the public whose data appears in Customer Data; and (d) complying with public-records, sunshine, retention, and similar laws that govern Customer's operations as a public agency.

Cottonworks responsibilities. Cottonworks is responsible for: (a) operating the Service in compliance with U.S. federal, California state, and other generally applicable laws; (b) implementing the security and privacy commitments described in these Terms and the Privacy Policy; and (c) cooperating reasonably with Customer's compliance obligations on request, at Customer's reasonable expense for non-routine cooperation.

Export controls. The Service is provided from the United States. Customer represents that it is not located in, and will not access the Service from, any country subject to comprehensive U.S. sanctions, and that no Authorized User is a person subject to U.S. sanctions or export-control restrictions.

Neither party will be liable for any delay or failure to perform under these Terms (other than payment obligations) to the extent caused by an event outside its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, pandemics, utility outages, and failures of third-party telecommunications or hosting providers. The affected party will: (a) give prompt notice describing the force-majeure event; (b) use reasonable efforts to mitigate the impact; and (c) resume performance as soon as practicable. If a force-majeure event continues for more than 60 consecutive days, either party may terminate the affected portion of these Terms on written notice, in which case Cottonworks will refund prepaid fees for the unused portion of the Initial Term.

Routine notices. Routine notices, billing communications, product updates, and similar communications may be delivered by email to the account owner's email address on file and/or by in-product banner. Such notices are effective when sent.

Legal notices. Notices of breach, termination, indemnification, or other legal matters must be in writing and sent to:

• To Cottonworks: Cottonworks LLC, Attn: Legal, [LEGAL REVIEW: insert postal address], with a copy to team@cottonworks.us.
• To Customer: The account owner's email address on file with Cottonworks, with a copy to any Customer postal address on file.

Effective when received. Legal notices are effective: (a) on receipt if delivered by hand or by overnight courier; (b) three business days after deposit if sent by U.S. certified mail, return receipt requested; or (c) on the date of delivery confirmation if sent by email (subject to receipt of a non-bounce response).

Governing law. These Terms are governed by the laws of the State of California, without regard to its conflicts-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve the dispute through direct discussion between decision-making representatives of each party for at least 30 days after one party notifies the other in writing of the dispute. This obligation does not apply to claims for injunctive relief or to disputes about the parties' intellectual-property rights, where immediate court access is appropriate.

Mediation. If the informal resolution period ends without resolution, the parties will attempt mediation through a mutually agreed neutral mediator in California before initiating litigation. Each party bears its own costs of mediation; mediator fees are split equally. [LEGAL REVIEW: consider whether mandatory mediation is appropriate or whether public-agency statutes preempt it.]

Venue. If a dispute is not resolved through informal discussion or mediation, it will be brought exclusively in the state or federal courts located in Tehama County, California, and both parties consent to personal jurisdiction and venue in those courts.

Equitable relief. Notwithstanding the dispute-resolution process, either party may seek equitable relief (including a temporary restraining order or preliminary injunction) in any court of competent jurisdiction to prevent or stop a breach of confidentiality, intellectual-property, or acceptable-use obligations, without first exhausting the informal or mediation processes.

Class-action waiver. [LEGAL REVIEW: class-action waivers face heightened scrutiny under California law and may not be enforceable against public-agency customers. Coordinate with counsel before relying on this language.] To the maximum extent permitted by applicable law, the parties agree that any dispute will be resolved on an individual basis and not as a class action, collective action, or other representative proceeding.

Statute of limitations. Any claim arising out of or relating to these Terms must be brought within one year after the claim arose or be forever waived, except to the extent applicable law prohibits this limitation. [LEGAL REVIEW]

Cottonworks specifically serves public-works agencies, municipal utilities, special districts, counties, and similar public entities. This Section addresses concerns those Customers commonly raise.

Public records. The Customer is responsible for responding to public-records requests directed at Customer's records. If Customer needs Cottonworks to produce records from Customer's workspace for a public-records response, Customer can use the in-product export tools at no charge, or can request a point-in-time export from Cottonworks per Section 8. Cottonworks will not respond to a public-records request directed to Cottonworks for records that constitute Customer Data; we will redirect the requester to Customer's public-records officer.

Sovereign immunity. Nothing in these Terms is intended as a waiver of sovereign immunity by any Customer that is entitled to assert it under applicable law. Customer's indemnification obligations under Section 14 apply only to the extent permitted by applicable law and do not require Customer to expend funds that have not been appropriated for that purpose.

Appropriation. If Customer is a public entity subject to fiscal-year appropriation requirements, Customer's payment obligations beyond the current fiscal year are contingent on the appropriation of funds for that purpose. If funds are not appropriated, Customer may terminate the Subscription Term at the end of the fiscal year for which funds were appropriated, on written notice to Cottonworks at least 30 days before the end of that fiscal year, with no further liability beyond fees accrued through the termination date. [LEGAL REVIEW: refine non-appropriation language with counsel; some jurisdictions require very specific phrasing.]

Open-meeting laws. Cottonworks is not a participant in Customer's governmental decision- making and is not a body subject to open-meeting laws by virtue of these Terms. Configuration meetings, demos, and support calls between Cottonworks and Customer staff are not public meetings.

Procurement. Cottonworks recognizes that public-agency procurement may require additional terms (e.g., MWBE/DBE clauses, prevailing-wage assurances, specific insurance certifications). On request and where commercially reasonable, we will negotiate an Order Form that addresses Customer's procurement requirements.

Cottonworks maintains commercial insurance reasonable for a SaaS provider serving public-agency customers, including general liability, professional liability (errors & omissions), and cyber liability coverage. Certificates of insurance are available on written request from Customer's risk- management or procurement office. [LEGAL REVIEW: confirm specific coverage amounts and carrier names before publishing this clause as a binding commitment.]

By Customer. Customer may not assign or transfer these Terms (in whole or in part) without Cottonworks' prior written consent, not to be unreasonably withheld.

By Cottonworks. Cottonworks may assign these Terms in connection with a merger, acquisition, reorganization, sale of all or substantially all of its assets, or similar transaction, on notice to Customer. The assignee will be bound by the same obligations to Customer that Cottonworks had before the assignment.

No third-party beneficiaries. These Terms do not create any rights in any third party.

Entire agreement. These Terms, together with the Privacy Policy and any executed Order Forms or written amendments, constitute the entire agreement between the parties and supersede all prior agreements, proposals, and representations on the same subject matter.

Modifications. Except for changes to these Terms governed by Section 26, no modification of these Terms is binding unless made in writing and signed by both parties. Click-through acceptance of a revised version of these Terms by an Authorized User constitutes Customer's consent to that revision.

Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

No waiver. A party's failure to enforce any provision of these Terms is not a waiver of that provision or any other. Waivers must be in writing to be effective.

Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, agency, or fiduciary relationship.

Counterparts; electronic signatures. Order Forms may be executed in counterparts. Electronic signatures and click-through acceptance are valid and binding to the same extent as handwritten signatures.

Headings. Section headings are for convenience only and do not affect interpretation.

We may update these Terms from time to time. For non-material changes (typos, clarifications, restructuring), we'll publish the new version at this URL with an updated effective date. For material changes (changes that meaningfully affect Customer's rights or obligations), we'll provide at least 30 days' advance notice via email to the account owner and an in-product banner. Material changes take effect on the announced effective date.

Right to cancel. If you object to a material change during the 30-day notice period, you may cancel by giving Cottonworks written notice of cancellation, effective on the day before the new version of these Terms would apply to you, with a prorated refund of prepaid fees for the unused portion of the Initial Term. Continuing to use the Service after the announced effective date constitutes acceptance of the updated Terms.

For anything related to these Terms — billing, cancellation, breach notice, public-records requests, procurement, indemnification, or general questions — email team@cottonworks.us. We answer same business day during US business hours. For legal notices that must be served by formal means, see Section 20.