Terms of Service

1 Who you are agreeing with

Resource Board is provided by Labor Production Services, LLC, a New York limited liability company ("LPS", "we", "us"). The underlying software is the personal intellectual property of Abram Germano, licensed to LPS for commercial distribution. Your agreement is with LPS.

By accessing this website, creating an account, or using the software, you accept these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind it.

2 Definitions

Service

The Resource Board software, this website, and any related documentation or support we provide.

Customer

The organization that has subscribed to the Service.

Authorized User

An individual the Customer permits to access the Service under the Customer's subscription.

Tracked Employee

An individual person recorded on the Customer's board, whether or not that person has an account. The Customer's subscription tier sets the maximum number of Tracked Employees.

Customer Data

All information the Customer or its Authorized Users enter into or generate through the Service — including employee records, project records, assignments, requests, and reports.

Subscription Term

The initial period beginning on the Customer's start date — twelve months for annual subscriptions, one month for monthly subscriptions — and each renewal period thereafter.

3 License to use the Service

Subject to these Terms and to payment of the applicable fees, LPS grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Term and any renewal periods, for so long as the Customer's subscription remains active and fees are paid, solely for the Customer's internal business operations.

This is a license to use, not a sale. LPS and Abram Germano retain all right, title, and interest in the Service, including all software, design, data structures, workflows, and business logic.

4 Tracked Employees, fees, and renewal

Subscriptions are sold by Tracked Employee count and billed either annually in advance or monthly in advance, at the Customer's election. Monthly billing carries a premium over the annual rate. The applicable tier, billing period, and price are those set out in the Customer's order or invoice.

Authorized Users are unlimited on every tier. The Customer may grant an account to any number of individuals at no additional fee.

• Payment. Invoices are due within thirty (30) days of issue unless otherwise agreed in writing.
• Tracked Employee limits. If Tracked Employees exceed the subscribed tier, LPS will notify the Customer and the Customer will either reduce the number of Tracked Employees or move to the appropriate tier for the remainder of the Subscription Term, prorated.
• Region limits. Each tier includes a stated number of regions. Additional regions may be available on some tiers for an additional fee. If the Customer's use exceeds the included region count without a purchased add-on, LPS will notify the Customer and the Customer will either reduce regions or move to the appropriate tier or add-on for the remainder of the Subscription Term, prorated.
• Renewal. An annual subscription renews automatically for successive twelve-month terms; a monthly subscription renews automatically each month. Either party may give written notice of non-renewal — at least thirty (30) days before the end of the current term for an annual subscription, or at least ten (10) days before the end of the current term for a monthly subscription.
• Price changes. LPS may change pricing effective at renewal, with at least sixty (60) days' written notice. Pricing described as locked for a stated period will be honored for that period.
• Non-payment. If an invoice remains unpaid more than thirty (30) days past due, LPS may suspend access after giving written notice and a reasonable opportunity to cure.

Fees are non-refundable except as expressly stated in these Terms. Fees are exclusive of any applicable taxes, which are the Customer's responsibility.

5 Customer Data

As between the parties, the Customer owns all Customer Data. The Customer grants LPS a limited license to host, process, transmit, and display Customer Data solely to provide, maintain, secure, and support the Service.

Customer responsibilities for workforce data

The Service is designed to hold records about the Customer's employees. The Customer is responsible for having a lawful basis to collect and process that information, for informing its employees as its own policies and applicable law require, and for the accuracy of what it enters. LPS acts on the Customer's instructions in respect of that data.

Export and deletion

The Service includes a built-in export that covers a region's board data — projects, people, staffing requests, phase codes, and timecards. It does not cover every record LPS holds for the Customer: procurement records and the permanent classification record described in the Privacy Policy are outside it. On written request LPS will provide a complete export covering the Customer's entire record.

LPS does not delete Customer Data automatically when an agreement ends. On written request LPS will provide that complete export and permanently delete the Customer's data from active systems, both within thirty (30) days of the request.

Copies persist in routine backup snapshots taken before the deletion, and are removed as those snapshots age out of a rolling window of approximately two to three weeks. Snapshots retained outside that rotation for migration purposes are deleted at the same time as the active data.

6 Authorized Users and account security

• The Customer is responsible for all activity under its account and for its Authorized Users' compliance with these Terms.
• Credentials must not be shared between individuals. Each person accessing the Service requires their own account.
• The Customer must promptly remove access for anyone who leaves the organization or no longer requires it, and must notify LPS of any suspected unauthorized access.

7 Acceptable use

The Customer and its Authorized Users will not:

• copy, reproduce, reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Service;
• resell, sublicense, rent, or provide the Service to any third party, or use it to operate a service bureau;
• use the Service to build, inform, or benchmark a competing product;
• circumvent or attempt to circumvent any access control, permission boundary, or usage limit;
• upload malicious code, or use the Service in a way that impairs it for others; or
• use the Service in violation of any applicable law.

8 Availability and support

LPS will use commercially reasonable efforts to keep the Service available and to respond to support requests promptly during ordinary business hours, Eastern Time. Support is provided by email at info@laborproductionservices.com.

LPS may modify, update, or discontinue features. Where a change materially reduces core functionality, LPS will give reasonable advance notice.

9 Confidentiality

Each party may receive non-public information from the other. Each will protect the other's confidential information with at least reasonable care, use it only as needed under these Terms, and not disclose it except to personnel and contractors bound by comparable obligations, or as required by law.

The Service itself — including its design, structure, and workflows — is LPS confidential information.

10 Feedback

If you send us suggestions or feature requests, we may use them without restriction or obligation. You retain no rights in any improvement we make as a result. This does not give us any rights in your Customer Data.

11 Term and termination

• These Terms run from your first use of the Service until the subscription ends.
• Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice.
• LPS may suspend access immediately where necessary to protect the Service or other customers, or where required by law, with notice as soon as practicable.
• On termination, the Customer's right to use the Service ends. Sections 5 (as to ownership), 7, 9, 12, 13, 14 and 16 survive.

12 Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, LPS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

LPS does not warrant that the Service will be uninterrupted, error-free, or that it will meet any particular requirement. The Service is a scheduling and record-keeping tool. It is not a substitute for the Customer's own judgment regarding labor allocation, safety, staffing adequacy, or compliance with any legal, contractual, or regulatory obligation.

13 Text message programme

Resource Board sends SMS notifications about work assignments — jobsite changes, start dates, schedule updates, and the outcome of staffing requests. The programme is operated by Labor Production Services, LLC and delivered through Twilio. Messages are sent by a Customer to that Customer's own employees; LPS does not message anyone outside a Customer's workforce.

Consent. The Customer is responsible for obtaining each employee's consent before enabling messages to that person, and warrants that it has done so. Consent is obtained in person by the Customer and recorded in the Service against the individual employee, with the identity of the person who recorded it and the date. The Service will not send an SMS to any number without consent recorded against that person first; this is enforced in software and cannot be bypassed from within the Service.

Frequency and cost. Message frequency varies with jobsite activity, typically a few messages per worker per month. Message and data rates may apply. Carriers are not liable for delayed or undelivered messages.

Stopping messages. A recipient may reply STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, QUIT, REVOKE or OPT OUT to any message to stop all further messages, or HELP or INFO for assistance and contact details. An opt-out is recorded against the phone number and takes precedence over the Customer's attestation of consent, so a Customer cannot resume messages to someone who has opted out; only the recipient can, by replying START, UNSTOP or YES. Opting out ends messages but does not remove the person's record from the Customer's board.

Privacy. Phone numbers, opt-in records and consent data are never sold, rented or shared with third parties or affiliates for marketing purposes. See Section 6 of the Privacy Policy.

14 Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, PROJECT DELAY, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY THE CUSTOMER TO LPS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to a party's obligations of confidentiality, the Customer's payment obligations, or either party's liability for fraud, willful misconduct, or any liability that cannot be limited under applicable law.

15 Indemnification

The Customer will defend and indemnify LPS against third-party claims arising from Customer Data or from the Customer's use of the Service in breach of these Terms or in violation of law, including claims by the Customer's own personnel relating to information the Customer entered.

LPS will defend and indemnify the Customer against third-party claims that the Service, used as permitted, infringes that party's United States intellectual property rights, and will pay damages finally awarded, subject to section 14.

16 Publicity

Neither party will use the other's name, logo, or identify it as a customer or vendor in any public marketing without prior written consent. Consent may be given by email and may be withdrawn on reasonable notice.

17 Governing law and disputes

These Terms are governed by the laws of the State of New York, without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Dutchess County, New York.

Before filing any claim, the parties will attempt in good faith to resolve the dispute by negotiation between individuals with authority to settle, for a period of thirty (30) days after written notice of the dispute.

18 General

• Changes. LPS may update these Terms. Material changes will be notified by email to the Customer's account contact at least thirty (30) days before taking effect, and will apply from the next renewal. Continued use after that constitutes acceptance.
• Assignment. Neither party may assign these Terms without the other's written consent, except to a successor in connection with a merger or sale of substantially all assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, outages of third-party infrastructure, or government action.
• Severability. If any provision is unenforceable, the rest remains in effect.
• Entire agreement. These Terms, together with any signed order form, are the entire agreement and supersede prior discussions. A signed order form controls where it conflicts.
• No waiver. Failure to enforce a provision is not a waiver of it.

19 Contact

Questions about these Terms, or notices under them, should go to:

Labor Production Services, LLC
info@laborproductionservices.com