Terms of Service

These Terms of Service ("Terms") are a contract between you and ProofBarOS LLC, an Ohio limited liability company ("ProofBarOS," "we," "us"). They cover your use of the BarOS app, the proofbaros.com website and related services (together, the "Service").

You accept these Terms by creating an account, by ticking the box that says you agree, or by using the Service. If you sign up on behalf of a business, you confirm you have authority to bind that business, and "you" means both you and the business. If you do not agree, do not use the Service.

• Customer: the bar, restaurant or other business that subscribes to the Service.
• Owner: the person who creates the Customer's account and manages its billing, staff and settings.
• Staff User: a person the Owner, or someone the Owner authorizes, invites to use the Service for the Customer.
• Customer Data: the information the Customer and its users enter into the Service, such as recipes, inventory, schedules, tip records, notes and staff names.

BarOS is software for running a bar. It covers recipes and prep, inventory, scheduling, tip-out calculations, team notes and related tools. Features may differ by plan and may change over time as described in Section 15.

• You must give accurate information and keep it up to date.
• You are responsible for keeping your login private and for everything done under your account. Tell us right away at support@proofbaros.com if you think someone else has accessed it.
• Each login is for one person. Do not share logins.
• Users must be at least 16 years old.
• The Customer is responsible for its Staff Users. That includes inviting and removing them, the permissions it gives them, their actions in the Service, and having the right to enter their information into the Service.
• Staff Users use the Service on behalf of the Customer. A Staff User's access ends when the Customer removes them or the Customer's account closes. By using the Service, Staff Users agree to these Terms. The Owner will make these Terms available to its Staff Users.

• Each new bar gets one free trial of one month. A payment card is required to start it.
• Unless you cancel before the trial ends, your card will be charged the monthly price on the day the trial ends, and every month after that. Cancelling during the trial costs nothing.
• One free trial per bar. We may refuse or end a trial we believe is being used to avoid paying, such as repeat sign-ups for the same bar.

• Price. The Service costs $99 per month for each bar, in U.S. dollars, unless a different price is shown when you subscribe.
• Automatic renewal. Your subscription renews every month and your card is charged automatically until you cancel.
• Cancelling. You can cancel at any time by emailing support@proofbaros.com from the Owner's email address. We will cancel within one business day. Cancelling stops the next charge, and you keep access until the end of the month you already paid for. Closing your account in Settings also cancels your subscription, but it deletes your data right away (Section 19).
• Refunds. We do not refund partial months or unused time, except where the law requires it or where we choose to as a one-time courtesy.
• Price changes. We will give you at least 30 days' notice by email before a price change applies to you. If you do not agree to the new price, you can cancel before it takes effect.
• Failed payments. If a payment fails, our payment provider will try it again. If it stays unpaid, we may suspend the account until it is paid.
• Payment processing. Payments are handled by Stripe. We never see or store your full card number. Stripe's own terms also apply to your payment.
• Disputes. Please contact us before disputing a charge with your bank. Most billing problems can be fixed the same day.

Prices do not include sales or other taxes. Where the law requires us to collect tax, we will add it to your bill.

BarOS is a calculator and record-keeping tool. It is not legal, payroll, tax or accounting advice, and it is not a payroll system.

• The Customer decides how tips are pooled and split. BarOS applies the rules the Customer sets up.
• The Customer alone is responsible for following every wage, hour, tip, tip-pooling, tip-credit, scheduling, overtime, break, tax and recordkeeping law that applies to it. For example, federal law limits whether managers and supervisors may share in employee tips.
• The Customer must check tip amounts, hours and payouts before paying anyone. We are not responsible for wages or tips paid based on information in the Service.
• The Service is not the Customer's official payroll or tax record. The Customer must keep any records the law requires.

• You own Customer Data. We do not claim ownership of it.
• You give us permission to store, copy, process and display Customer Data only to run, secure, support and improve the Service, and as described in our Privacy Policy.
• We do not sell Customer Data.
• We may use data that has been combined and stripped of anything identifying a person or bar to understand and improve the Service, for example "average prep items per bar."
• You confirm that you have the rights and permissions needed to put Customer Data, including staff information, into the Service.
• You can export your inventory, ordering and tip records from the Service, and you can ask us for a copy of other data. When you close your account, your data is deleted as described in Section 19.

The Service belongs to us. That includes its software, code, design, screens, layouts, workflows, features, text, graphics, starter data and the names "ProofBarOS" and "BarOS." It is protected by copyright, trademark and other laws. These Terms give you a limited right to use the Service for your own bar's operations while your subscription is active. They do not transfer any ownership to you.

You may not, and may not help anyone else:

• copy, reproduce or recreate the Service, or any substantial part of its design, screens, layouts or workflows;
• reverse engineer, decompile or try to extract the source code, except where the law expressly allows it;
• use the Service, or anything you learn from it, to build, design or improve a competing product;
• access the Service to benchmark it for a competitor, or give access to anyone working for a competitor;
• scrape, crawl or pull data from the Service with automated tools, except through features we provide;
• resell, rent, sublicense or share the Service with anyone outside your business;
• remove or hide our name, logos or ownership notices;
• copy screenshots or recordings of the Service to publish as your own work.

Breaking this section is a material breach. We may end your access immediately, and we may ask a court to order you to stop, in addition to any damages, because money alone would not undo the harm.

If you send us ideas, suggestions or feature requests ("Feedback"), you agree we may use them in any way, including building them into the Service, without paying you or giving you credit. Feedback does not include your Customer Data.

You agree not to:

• use the Service for anything unlawful;
• try to access another bar's data or any account that isn't yours;
• test, probe or scan the Service for weaknesses, or get around any security or permission control, unless we give you written permission;
• upload malware or harmful code;
• overload or disrupt the Service;
• use the Service to harass anyone or to store content you have no right to store.

If you find a security problem, please report it to support@proofbaros.com and do not use it. We appreciate good-faith reports.

Our Privacy Policy explains how we handle personal information and is part of these Terms. We use reasonable technical and organizational measures to protect Customer Data. No system is perfectly secure. If we learn of a breach affecting your data, we will tell you as described in the Privacy Policy and as the law requires.

The Service relies on other companies, including hosting, database, email and payment providers. We are not responsible for their acts. We choose providers with reasonable security practices.

We work to keep the Service running but do not promise it will always be available or error-free. It may be down for maintenance, updates or reasons outside our control. We may add, change or remove features. If we remove a major feature you pay for, we will tell you in advance where possible, and you can cancel.

To the fullest extent the law allows, the Service is provided "as is" and "as available," without warranties of any kind, express or implied. This includes warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not promise that the Service will be uninterrupted, secure or error-free, or that any calculation, count, schedule or report it produces will be accurate or complete. Keep your own records of anything important to your business.

To the fullest extent the law allows:

• Neither side is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, business or data, even if told they were possible.
• Our total liability for all claims about the Service is limited to the greater of $100 or the amount you paid us in the 12 months before the event that caused the claim.
• These limits do not apply to your payment obligations, to your breach of Section 10 or 12, or to your obligations under Section 18.

You will defend and indemnify ProofBarOS LLC and its members and contractors against any third-party claim, loss or expense, including reasonable legal fees, arising from: your Customer Data; your breach of these Terms; your violation of any law, including wage and tip laws; or any claim by your staff about their wages, tips, hours or employment.

• You can close your account at any time from Settings. Closing your account permanently deletes your bar's data, profiles and logins right away and cannot be undone. Copies may remain in our database provider's backups until those backups expire. Export what you need first. Closing an account also cancels its subscription.
• We may suspend or end your access if you break these Terms, do not pay, or put the Service or other users at risk. Where reasonable, we will warn you first and give you a chance to fix the problem.
• If we end the Service for every customer, we will give at least 30 days' notice so you can export your data.
• Sections 8, 10, 11 and 16 to 22, and the aggregated-data rule in Section 9, continue after the contract ends.

• Talk to us first. Before starting any legal claim, email support@proofbaros.com describing the problem. Both sides will try in good faith to resolve it within 30 days.
• Governing law. These Terms are governed by the laws of the State of Ohio, without regard to its conflict-of-law rules.
• Where. Except as stated under Court orders below, any lawsuit must be brought in the state or federal courts located in Cuyahoga County, Ohio, and both sides agree to those courts' jurisdiction. Either side may instead bring a claim in small claims court if it qualifies.
• Court orders. Either side may ask any court that has jurisdiction for an order to stop misuse of its intellectual property or confidential information, including a violation of Section 10, without first following the steps above.
• Jury waiver. To the extent the law allows, both sides waive the right to a jury trial.
• Time limit. A claim must be brought within one year after it arises, unless the law requires a longer period.

We may update these Terms. For material changes, we will email the Owner or show a notice in the app at least 30 days before they take effect, and we may ask you to agree again. If you keep using the Service after the changes take effect, you accept them. If you do not agree, cancel before they take effect.

• Entire agreement: these Terms, the Privacy Policy and any order or pricing you accept at checkout are the whole agreement between us.
• Severability: if a court finds part of these Terms unenforceable, the rest still applies, and that part is enforced as far as the law allows.
• No waiver: not enforcing a right right away does not give it up.
• Assignment: you may not transfer these Terms without our written consent. We may transfer them as part of a merger, acquisition or sale of our business.
• Events outside our control: neither side is liable for delays caused by events beyond its reasonable control, such as outages at our providers, natural disasters or internet failures. This does not excuse payment.
• Independent parties: nothing in these Terms creates a partnership, employment or agency relationship.
• Notices: we send notices to the Owner's email address. You send notices to support@proofbaros.com or by mail to the address below. You agree that we may give you notices and make agreements with you electronically, and that an email or an in-app notice counts as written notice.

Questions about these Terms? Write to us at the address below.