Term & Conditions

I. Introduction

This Software as a Service Agreement (“Agreement”) is entered into by and between My Biz Pro, Inc., a Michigan corporation doing business as MyWorkBelt (“Provider”), and the Customer (as defined below).

This Agreement is effective as of the date the Customer accepts Provider’s terms by subscribing to the Services through Provider’s website or online registration process (“Effective Date”). Any dispute arising under this Agreement will be resolved as set forth in the Arbitration and Dispute-Resolution provisions below.

II. Definitions

  • “Customer” means the individual or legal entity that registers for, subscribes to, or otherwise uses the Services provided under this Agreement, whether directly or through its Authorized Users. If the Services are accessed or used on behalf of a company or other legal entity, then “Customer” refers to such entity, and the individual accepting this Agreement represents that they have the authority to bind that entity to these terms.
  • “Services” means the subscription-based right to access and use Provider’s cloud-hosted Platform, together with all standard features, functions, user interfaces, tools, Modules, and data-processing capabilities included in the Tier purchased by Customer and in any optional Service Packages that Customer elects. Services also include related support, maintenance, updates, and upgrades that Provider makes generally available to similarly situated customers, plus access to Provider’s Website, documentation, and knowledge base. Services expressly exclude professional services, third-party software, or custom development unless separately agreed in writing.
  • “Plan” means the commercial billing arrangement—monthly or annual—selected by Customer for the Tier (and any Service Packages) it has chosen. A Plan locks in the applicable pricing, Authorized-User limits, support level, and other usage parameters for the then-current subscription term. Provider may revise Tier descriptions and pricing prospectively; such changes will apply to Customer only at renewal unless Customer opts in sooner.
  • “Tier,” “Module,” and “Service Package”
    • Tier refers to any subscription bundle of Services Provider offers from time to time (e.g., Base, Pro, Ultimate), each comprising a predefined set of Modules and default usage limits.
    • Module means an individual functional component of the Platform—such as Workforce, Project Management, or Inventory—that may be included in one or more Tiers.
    • Service Package means an optional Module or capacity upgrade that is not included in a Tier by default and may be purchased separately for an additional fee. Provider may add, rename, modify, or discontinue Tiers, Modules, or Service Packages at its discretion.
  • “Internet Data Centers” means any of the facilities used by Provider to host the Platform. These facilities house the servers and other hardware, and related software for use of the Services. Provider may contract with third parties to provide Internet Data Center operations.
  • “Platform” means the proprietary, cloud-based software system developed, owned, and maintained by Provider, including all underlying code, user interfaces, infrastructure, and functionality used to deliver the Services.
  • “Authorized Users” means the specific individuals who are employees, contractors, or agents of Customer and who are permitted by Customer to access and use the Services under Customer’s selected Plan. The number of Authorized Users is limited to the quantity specified in the Customer’s subscription account or order confirmation. Customer is responsible for ensuring that all Authorized Users comply with the terms of this Agreement and for all activity that occurs under its account credentials.
  • “Business Day” means Monday through Friday, except any federal or State of Michigan legal holidays.
  • “Website” means Provider’s public-facing website currently located at https://myworkbelt.com, including all pages, content, and subdomains thereof. Use of the Website is subject to Provider’s separate Website Terms and Conditions.
  • “Proprietary Rights” means all intellectual property and related rights in and to the Platform, Services, Website, and any associated technology, content, or documentation, including without limitation all copyrights, patents, trade secrets, trademarks, service marks, trade dress, database rights, moral rights, and all other rights in inventions, know-how, and confidential or proprietary information—whether registered or unregistered, and whether arising by statute, common law, or treaty.
  • “Customer Data” means all electronic data, information, content, and materials that Customer or its Authorized Users upload, submit, store, or otherwise transmit through the Platform or Services, including without limitation text, images, audio, video, documents, records, metadata, and other business or personal data.

III. Scope of Services

1. Subscription and Trial Period

Provider offers one or more Tiers, each available on monthly or annual billing cycles. New Customers may elect a thirty (30) day trial of the Ultimate Tier for a nominal fee, with full access to all features and support. Unless Customer cancels in writing before the trial ends, the subscription will convert automatically to a paid plan at the then-current rate.

2. 60-Day Money-Back Guarantee

If, within sixty (60) days of the Effective Date (including any Trial Period), Customer notifies Provider in writing that the Services do not meet its needs, Provider will refund all subscription fees paid to date (excluding trial fees, professional services, and third-party charges). Requests must be received before the 60th day; thereafter, all fees are non-refundable.

3. Plan Features and Updates

Features, user limits, and support levels vary by Tier as described at https://myworkbelt.com/plans/. Customers are entitled only to the features of their selected Tier. Provider may enhance or modify Services and adjust Tier offerings at any time, provided that no change will materially reduce the core functionality of Customer’s current subscription during its then-current term.

4. Additional Modules, Users, and Capacity

Any add-on Module, increase in Authorized Users, or expansion of storage or processing capacity requires Provider’s prior approval and is subject to additional fees at Provider’s prevailing rates.

5. Hosting and Exclusions

Provider hosts the Platform in professionally managed Internet Data Centers and may change vendors or locations without notice to Customer, so long as security and availability commitments remain intact. The scope of Services expressly excludes on-site implementation, custom integrations, self-service training beyond online materials, hardware or network provisioning, and any professional services not covered by a separate written agreement.

6. Mobile Applications

Customer and its Authorized Users may access the Services through Provider’s native mobile applications for iOS and Android (“Mobile Apps”). Use of the Mobile Apps constitutes use of the Services and is governed by this Agreement, as well as any applicable end-user license terms imposed by the relevant app store. Provider may update, suspend, or discontinue the Mobile Apps at any time without materially reducing the core functionality of the Services.

IV. Fees and Payment Terms

1. Fees and Plan Charges

Customer shall pay all Fees associated with its selected Plan as stated on the Website or in any applicable order confirmation (“Fees”). Fees are based on the scope of Services, number of Authorized Users, storage capacity, and any additional Modules or features selected. If Customer exceeds usage limits under its Plan or elects to add functionality, Authorized Users, or service capacity, Provider may charge additional fees at its then-current rates.

2. Additional Charges

  • a. Taxes: Customer is solely responsible for all applicable taxes, duties, levies, or similar governmental assessments, including without limitation sales, use, or value-added taxes, imposed by any jurisdiction in connection with its use of the Services or receipt of any deliverables under this Agreement, other than taxes based on Provider’s net income.
  • b. Ancillary Services: Charges for optional services—including but not limited to implementation, onboarding, training, consulting, custom development, hardware, or other professional services—are not included in the Fees and shall only apply if such services are requested by Customer and accepted by Provider in a separate written agreement or order.

3. Billing and Payment

Fees are due in advance and payable in accordance with the billing frequency selected during Plan enrollment (e.g., monthly or annually). Customer agrees to maintain valid, up-to-date payment information with Provider or its authorized payment processor. All payments shall be made in U.S. dollars and are non-refundable except as expressly provided in this Agreement.

4. Fee Adjustments

Provider reserves the right to adjust Fees at any time after the Effective Date upon written or electronic notice to Customer. Continued use of the Services following notice of a Fee increase constitutes Customer’s acceptance of the updated pricing.

5. Late Payments and Suspension

If Customer fails to make timely payment of any amount due, Provider may impose a late charge equal to five percent (5%) of the outstanding balance or the maximum amount permitted by applicable law, whichever is less.

Important Note on Suspension: Provider may suspend or restrict access to the Services without notice until all overdue amounts, including applicable late fees, are paid in full. Suspension does not relieve Customer of its obligation to pay Fees for the remainder of the then-current subscription term.

6. Provisioning of Services

Provider will complete all necessary provisioning steps to make the Services accessible to Customer on or before the Effective Date, including assignment of access credentials. Customer’s payment of Fees shall be deemed confirmation that Provider has satisfactorily made the Services available.

7. Credit Card Authorization

By providing a credit card or other payment method, Customer authorizes Provider (and its designated payment processor) to charge the applicable subscription Fees and any other authorized charges automatically, on a recurring basis, in accordance with the selected Plan. Customer agrees to keep its payment method valid and up to date.

V. Term and Renewals

1. Initial Term

The initial term of this Agreement shall begin on the Effective Date and continue for the duration of the billing cycle selected by Customer—either one (1) month for monthly Plans or one (1) year for annual Plans.

2. Automatic Renewal

At the end of each billing cycle, the Agreement shall automatically renew for successive periods of equal length (monthly or annually, as applicable), unless either party provides notice of non-renewal prior to the end of the current term.

VI. License Grant and Use Restrictions

1. Limited License Grant

Subject to the terms and conditions of this Agreement, and conditioned on Customer’s timely payment of all applicable Fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to access and use the Platform and Services solely for Customer’s internal business operations during the Term.

2. Permitted Use

This license authorizes use by Customer and its Authorized Users only, in accordance with the selected Plan. The Services are licensed solely for use by a single legal entity and may not be used to process data on behalf of third parties or provide outsourcing services, including but not limited to service bureau, time-sharing, rental, SaaS resale, or application hosting functions, without Provider’s prior written consent.

3. Reservation of Rights

All rights not expressly granted in this Agreement are reserved by Provider. No rights or licenses are granted by implication, estoppel, or otherwise. Customer acknowledges that the Platform, Services, and all associated Proprietary Rights are owned exclusively by Provider.

VII. Suspension of Access

Provider may suspend or restrict Customer’s access to the Services or Platform, without prior notice, if:

  • a. Customer uses the Platform or Services in a manner inconsistent with this Agreement or applicable law;
  • b. Customer breaches this license grant or exceeds usage limits set by the applicable Plan; or
  • c. Customer fails to pay any amounts due under this Agreement when due.

Suspension does not relieve Customer from its payment obligations or limit Provider’s right to pursue other remedies.

VIII. Platform Use Restrictions

1. Permitted Scope

Customer and its Authorized Users may access and use the Platform solely for Customer’s internal business operations and only within the limits of the selected Plan.

2. Prohibited Activities

Customer shall not, and shall not permit any third party to:

  • a. Copy, modify, translate, adapt, create derivative works from, reverse-engineer, decompile, disassemble, or otherwise attempt to extract the source code of the Platform, in whole or in part.
  • b. Share login credentials, pool connections, or otherwise allow any person who is not an Authorized User to access or use the Platform.
  • c. Use the Platform to process, host, or transmit data on behalf of any third-party entity or for any purpose other than Customer’s own internal business operations.
  • d. Use the Platform to develop, offer, or benchmark any competing software, service, or solution.
  • e. Disable, bypass, or otherwise interfere with any security, monitoring, or usage-limiting feature of the Platform or Services.

3. Suspension & Injunctive Relief

Provider may immediately suspend access to the Platform and/or seek equitable relief if Customer breaches this Section.

4. Liquidated Damages

The parties acknowledge that any breach of the Prohibited Activities set forth in this Section would cause Provider substantial and irreparable harm that would be difficult to quantify. Accordingly, in the event of any such breach, Customer shall pay, as liquidated damages and not as a penalty, the greater of:

  • a. Three (3) times the subscription fee paid by Customer for its Plan for the then-current Term; or
  • b. Twenty-five thousand U.S. dollars (US $25,000.00).

This liquidated damages provision is without prejudice to Provider’s right to seek injunctive or other equitable relief, and does not limit Provider’s right to pursue actual damages and attorneys’ fees if a court determines this liquidated amount unenforceable.

IX. Provider’s Ownership of Proprietary Rights

Provider exclusively owns all Proprietary Rights in and to the Platform, Services, and Website. Nothing in this Agreement grants Customer any ownership interest in those Proprietary Rights, and all rights not expressly granted herein are reserved by Provider.

X. Security, Warranty, and Disclaimers

1. Security Responsibilities

Provider maintains internal security controls and Internet Data Centers that meet or exceed prevailing industry standards. Provider will store Customer Data only within those controlled environments.

Customer is solely responsible for:

  • (a) Securing its own devices, networks, and internet connection; and
  • (b) Safeguarding all access codes, passwords, and other credentials issued for the Services.

Provider shall have no liability for (i) unauthorized access obtained through illegal, illicit, or fraudulent means or (ii) exploitation of security gaps or weaknesses in Customer’s systems, the public internet, or third-party hosting facilities that were unknown to Provider at the time.

2. Limited Warranty

Provider warrants that, during the Term, the Services will (i) operate in all material respects as described for Customer’s Plan on the Website and (ii) be free from defects that materially impair those functions (the “Limited Warranty”). Customer must notify Provider in writing of any non-conformity within thirty (30) days of discovery, and Provider’s entire obligation is to correct the non-conformity within a commercially reasonable time.

3. Disclaimer of Other Warranties

EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, THE PLATFORM, SERVICES, AND WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Provider does not warrant that the Services will meet Customer’s requirements, operate without interruption or error, or function with every combination of hardware or software selected by Customer. Some jurisdictions do not allow exclusion of implied warranties; in such cases, those implied warranties are limited to the minimum scope permitted by law.

4. Internet & External Connectivity Services

Provider disclaims all liability for any delays, interruptions, or failures in Internet connectivity or related services furnished, managed, or controlled by independent network carriers, telecommunications providers, or other external service providers.

5. Limitation of Liability

PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR DATA LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CUSTOMER DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR ANNUAL SUBSCRIPTIONS, SUCH CAP SHALL BE PRORATED ACCORDINGLY. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND SURVIVES TERMINATION.

XI. Termination

1. Termination by Customer

Customer may terminate this Agreement at any time; however, payment for the full Plan term in which termination occurs remains due and non-refundable. To avoid billing for the next subscription period, Customer must provide Provider with written notice:

  • At least thirty (30) days before the end of the then-current term for annual Plans.
  • At least 7 days before the end of the then-current term for all other Plans.

2. Termination by Provider for Cause

Provider may terminate this Agreement immediately upon written notice if Customer fails to pay any Fees when due or materially breaches any provision of this Agreement.

3. Effect of Termination

Upon termination or expiration of this Agreement for any reason, Customer’s right to access and use the Platform and Services immediately ceases. Provider may delete or archive Customer Data in accordance with its data retention policies. Customer remains liable for all Fees accrued through the effective date of termination.

4. Data Migration Upon Termination

If Customer elects, upon termination or expiration of this Agreement, to have Provider export or migrate Customer Data, such services shall be provided only under a separate written agreement entered into prior to commencement of the data migration work. Provider may charge additional fees for data export, extraction, transformation, format conversion, delivery, or related professional services at its then-current rates.

Customer must request data migration services no later than thirty (30) days following the effective date of termination, after which Provider may permanently delete or archive Customer Data.

XII. Monitoring and Data Collection

Provider reserves the right to internally monitor Customer’s use of the Website, Platform, and Services—this includes the collection, analysis, and retention of usage metrics and Customer Data—to ensure compliance with this Agreement and to improve service quality. All such monitoring and processing of Customer Data will be conducted in accordance with Provider’s Privacy Policy, available at https://myworkbelt.com/privacy-policy/.

XIII. Confidentiality

1. Confidential Information

For purposes of this Agreement, “Confidential Information” means this Agreement itself and all non-public information regarding Provider’s Website, Platform, and Services (including underlying technology, features, and roadmaps), access codes, passwords, business and technical data, customer and partner lists, pricing, financial information, and any other Proprietary Rights or Proprietary Data.

2. Obligations

Customer shall:

  • (a) Treat all Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;
  • (b) Use Confidential Information solely to exercise its rights and perform its obligations under this Agreement; and
  • (c) Disclose Confidential Information only to its employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Any other disclosure of Confidential Information requires Provider’s prior express written consent.

3. Exceptions & Return

Confidential Information does not include information that (i) is or becomes publicly available other than through Customer’s breach; (ii) was rightfully in Customer’s possession prior to disclosure; (iii) is rightfully obtained by Customer from a third party without breach of any obligation; or (iv) is independently developed by Customer without use of Confidential Information.

Upon termination or expiration of this Agreement, Customer shall promptly return or destroy all Confidential Information and certify such destruction upon Provider’s request.

XIV. Independent Contractor Status

Provider and Customer are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between them. Neither party has the authority to bind or obligate the other in any manner. Each party is solely responsible for its own employees, contractors, taxes, benefits, and compliance with all employment and labor laws.

XV. Notice

All notices under this Agreement must be in writing and addressed as follows:

Provider:

My Biz Pro, Inc. 2699 Tower Hill Rochester Hills, MI 48306 Attn: Sree Kaluva Email: info@myworkbelt.com

Customer:

To the address or email provided in Customer’s subscription details.

Notices are deemed given:

  • a. On receipt, if delivered personally or by courier;
  • b. Three (3) Business Days after deposit in U.S. certified mail, return receipt requested;
  • c. One (1) Business Day after deposit with an overnight delivery service; or
  • d. One (1) Business Day after sending by email, provided no automated delivery failure message is received.

XVI. Arbitration and Dispute Resolution

1. Good Faith Negotiations

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or its breach, termination, enforcement, interpretation, or validity (a “Dispute”), the parties shall first attempt to resolve the Dispute through direct, good faith negotiations between their senior representatives.

2. Binding Arbitration

If the Dispute is not resolved within thirty (30) days after one party delivers written notice of the Dispute to the other, it shall be finally resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), as supplemented by its Expedited Procedures, in accordance with the following:

  • a. The AAA will administer the arbitration. The seat (legal place) of the arbitration shall be the State of Michigan.
  • b. All proceedings, including hearings, shall be conducted remotely via Zoom unless the parties mutually agree otherwise before the arbitrator.
  • c. The arbitration shall be conducted in English.
  • d. A single arbitrator shall be appointed under the AAA rules.
  • e. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award reasonable attorneys’ fees and costs if permitted by the AAA rules or this Agreement.

3. Equitable Relief

Nothing in this section prevents either party from seeking interim or provisional relief, including injunctive or other equitable relief, in any court of competent jurisdiction to protect its rights pending resolution of the Dispute by arbitration.

XVII. Governing Law

This Agreement and any arbitration shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles.

XVIII. Survival

The following provisions—and any others that, by their nature, should reasonably continue—survive termination or expiration of this Agreement: Definitions; License Grant and Use Restrictions; Provider’s Ownership of Proprietary Rights; Confidentiality; Monitoring and Data Collection; Limitation of Liability; Liquidated Damages; Indemnification (if applicable); Dispute Resolution and Arbitration; Governing Law; and this Survival clause. These provisions remain enforceable until fully performed or, where intended to protect a party’s continuing rights, indefinitely.

XIX. Miscellaneous

1. Waiver

No delay or failure by either party to exercise any right or remedy under this Agreement shall operate as a waiver of that or any other right or remedy. Any waiver must be in writing, signed by an authorized representative of the waiving party.

2. Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, riot, fire, flood, labor disputes, natural disaster, governmental orders, or other events of force majeure.

3. Attorney Fees

If Customer materially breaches this Agreement, Customer shall reimburse Provider for all reasonable costs and expenses, including attorneys’ fees and court costs, incurred by Provider in enforcing its rights under this Agreement.

4. Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

5. Severability

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid one that most closely achieves the original intent.

6. Entire Agreement; Amendments

This Agreement, together with any exhibits, schedules, and order forms referenced herein, constitutes the entire understanding of the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or communications, oral or written. No amendment or modification is effective unless in a written document signed by both parties.

7. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing herein, express or implied, is intended to confer any benefit on any third person or entity.

8. Electronic Signatures

Acceptance of this Agreement by click-through, electronic signature, or other electronic means shall have the same force and effect as a handwritten signature and shall be binding on the parties.

9. Notice of Change

Provider reserves the right to update or modify this Agreement from time to time upon notice to Customer. Continued use of the Services after any such notice constitutes Customer’s acceptance of the updated Agreement.