Terms of Service

1. Agreement to these Terms

These Terms of Service ("Terms") are a binding agreement between you and Toolbench, Inc., a Delaware corporation ("Toolbench," "we," "us"). They govern your use of toolbench.com, the Toolbench apps, APIs, and agents, and every related service (together, the "Service").

By creating an account, starting a free trial, completing checkout, using the Service, or authorizing an AI role to act on your behalf, you agree to these Terms and to our Privacy Policy at toolbench.com/privacy. The Privacy Policy, our Google User Data statement at toolbench.com/legal/google-user-data, SMS Terms at toolbench.com/sms-terms, and any order form you sign with us are part of these Terms.

Business use only. The Service is for businesses. If you accept these Terms on behalf of a business, you represent that you have authority to bind that business, and "you" means both you and the business ("Customer").

Arbitration notice. Section 21 requires that most disputes be resolved by individual binding arbitration and waives class actions and jury trials. You can opt out within 30 days (Section 21.8).

If you do not agree to these Terms, do not use the Service.

2. The Service

Toolbench is the AI platform for the trades (HVAC, plumbing, roofing, electrical, and similar home-service businesses). Depending on your plan and settings, the Service includes:

• AI Context Vault: a per-business data store that ingests the information you authorize (Google Business Profile, reviews, website content, photos, pricing, policies, and other connected sources) and structures it for your AI roles.
• AI roles and the Agent: named, persistent AI team members that work from your Context Vault on your behalf. Examples are the AI Marketing Director and the AI Receptionist.
• Google Business Profile management: posts, profile and listing updates, photos, Q&A, and review replies, through access you grant with Google OAuth (Section 5 and Section 6).
• Voice: AI voice answering for inbound calls, outbound AI calls, call forwarding, and Toolbench-provisioned phone numbers (Section 7).
• Messaging: A2P 10DLC SMS, including missed-call text-back, speed-to-lead texts, AI texting, and SMS opt-in tools (Section 8).
• Lead Inbox: a shared inbox that triages calls, texts, and leads.
• APIs and agent integrations: API keys, documentation, and connectors for third-party AI assistants.

Each AI role operates within a defined scope and within rules that we will not bypass at your request. Those rules include restrictions in our agreements with third-party platforms (such as Google and telecommunications carriers), applicable law, and our Trust & Safety policies. Features may be added, changed, or removed over time. If we remove a material feature you pay for, we will tell you in advance, and you may cancel (Section 12).

3. Your account

To use Toolbench you must create an account, provide accurate and complete information (including accurate business and tax-identification information for carrier registration), keep your credentials and API keys secure, and notify us promptly at help@toolbench.com of any unauthorized access. You are responsible for activity under your account, including activity through your API keys and through any AI role or agent you authorize.

You must be at least 18 years old and act for a legitimate business. You may not use the Service on behalf of a business you are not authorized to act for, or claim or manage a Google Business Profile you do not own or have authority to manage.

4. Authorization for AI roles to act on your behalf

When you turn on an AI role or feature, you appoint Toolbench as your limited agent to take actions in your name and on your behalf within that role's defined scope and the settings you choose. Depending on the role and your settings, these actions include:

• publishing posts, photos, business-information updates, and Q&A answers to your Google Business Profile;
• replying to customer reviews;
• answering inbound calls, placing outbound calls, and sending texts and emails to your leads and customers;
• booking, rescheduling, or canceling appointments on a calendar you connect; and
• drafting and proposing marketing or operational decisions for your approval.

Autopilot and approval. For each role or feature, you can choose whether routine actions run automatically ("autopilot") or wait for your approval, and you can turn the feature off. You can change these settings at any time in the Toolbench app. Every action an AI role takes is logged in your audit log, together with the inputs that informed it.

Connected accounts. AI roles act on third-party platforms through the access you grant (for example, a Google OAuth authorization to your own Business Profile). We do not use shared logins. We do not act on those platforms in our own name on your behalf. You can revoke that access at any time in the Toolbench app or in your account with that platform.

Bright-line rules. AI roles operate under rules they will not break regardless of your instructions. The rules protect your platform standing and prevent harm to you and others. We may decline, pause, or reverse any action that we reasonably believe would violate these Terms, a platform policy, or the law.

5. Content published on your behalf

Authorization. You authorize Toolbench to create AI-generated content and publish it on your behalf, including Google Business Profile posts, photos, profile updates, Q&A answers, review replies, and text messages. When autopilot is on for a feature, content is published without your review of each item. You can review content before it goes out, require approval, edit or delete published content where the platform allows it, or turn the feature off in Settings at any time.

Your responsibility. Content published through your account is your content and speaks for your business. AI output can be inaccurate, incomplete, or inappropriate. You are responsible for (a) the settings you choose, (b) reviewing content where you have chosen approval, and (c) the accuracy of the business information, prices, offers, licenses, and claims in your Context Vault. Tell us promptly if published content is wrong, and correct or remove it.

No fake or manipulated reviews. Toolbench will never write, buy, sell, or post reviews or testimonials, and the Service is not designed to do so. You may not use the Service to:

• create, post, or procure fake reviews, or reviews by anyone who did not have a real experience with your business;
• post reviews of your own business, or of a competitor's business, by you, your employees, or your family members;
• offer or provide anything of value in exchange for a review, or for a review with a particular sentiment;
• ask for reviews only from customers you expect to be happy ("review gating"), or suppress, hide, or remove honest negative reviews by threats, false reports, or other improper means; or
• misrepresent a review reply, post, or other content as independent when it is not.

These rules follow the FTC Trade Regulation Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465), Section 5 of the FTC Act, and Google's policies. We may remove or decline to publish content and suspend features that we believe violate them.

6. Google API data and other third-party platforms

Google user data. Toolbench's use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy, including its Limited Use requirements. We use Google user data (including Google Business Profile and Google Calendar data you connect) only to provide and improve the user-facing features you use in Toolbench. We do not sell it. We do not use it for advertising. We do not use it to train generalized AI or machine-learning models. Humans read it only with your permission, for security, to comply with law, or for internal operations as Google's policy allows. Our full statement, including the scopes we request, is at toolbench.com/legal/google-user-data.

Third-party platforms generally. Toolbench integrates with third-party platforms and providers, including Google, telecommunications carriers, messaging providers, The Campaign Registry, payment processors, and AI model providers. Your use of a third-party platform is governed by its own terms and policies, and you are responsible for complying with them. We will not violate a platform's policies on your behalf, even if you ask us to. If a platform restricts, suspends, or changes our access, or rejects a registration, we may suspend or modify the affected features and will notify you. We are not liable for actions a third-party platform takes against your account or business, or for the availability, accuracy, or performance of third-party platforms.

7. Phone numbers, call forwarding, voice, and recording

7.1 Phone numbers and forwarding. We may provision phone numbers for your use through our telecommunications providers. The numbers are assigned to you for use with the Service, and you do not own them. Subject to carrier rules and payment of amounts owed, we will cooperate with a valid request to port a number out to another provider if you make it before your account is closed or within 30 days afterward. After that, numbers may be released. You are responsible for setting up and maintaining any call forwarding from your existing lines, including your carrier's settings and charges.

7.2 Not an emergency service. The Service is not a telephone service. It does not support calls to 911 or other emergency services. Do not rely on it for emergency communications. AI voice answering is not a substitute for your own emergency dispatch or safety procedures. You are responsible for telling callers how to reach emergency help, and for configuring escalation and transfer settings for urgent situations (for example, gas leaks, flooding, electrical hazards, or no-heat calls involving vulnerable people).

7.3 AI and recording disclosure. The AI Receptionist tells callers at the start of each call that they are speaking with an AI assistant for your business and that the call may be recorded and transcribed (for example: "Thanks for calling [Your Shop]. I'm an AI assistant, and this call may be recorded and transcribed."). This disclosure is on by default. Some states require the consent of every party to a call before it is recorded (including California, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania, and Washington), and some laws require disclosure that a caller is speaking with an AI or bot. You must keep the disclosure enabled wherever the law requires it, and you may not modify it in a way that makes it misleading or removes required notice. If you change or disable the disclosure where the law allows it, you do so at your own risk and you are responsible for any notice and consent that applicable law requires.

7.4 Outbound AI calls. Under the FCC's February 2024 Declaratory Ruling, calls that use AI-generated voices are calls using an "artificial or prerecorded voice" under the Telephone Consumer Protection Act (47 U.S.C. § 227). You may use outbound AI calls only to people who have given you prior express consent to receive such calls, and prior express written consent for any call that includes an advertisement or telemarketing. You are solely responsible for obtaining, documenting, and keeping proof of that consent. For every outbound AI call, you must also:

• identify your business at the start of the call;
• provide an automated way to opt out where the law requires it, and honor opt-out requests (Section 8.5);
• place calls only during lawful calling hours in the recipient's time zone (8 a.m. to 9 p.m. local time, or stricter hours where state law requires);
• check the National Do Not Call Registry, applicable state do-not-call lists, and your own internal do-not-call list before any telemarketing call; and
• not call emergency lines, health-care facility patient lines, or any number where such calls are prohibited.

We may limit, pause, or block outbound calling that we believe lacks consent or violates the law.

7.5 Use of call content. We process call audio, recordings, and transcripts only to provide and improve the Service for your business, as described in the Privacy Policy. Call recordings are excluded from cross-customer ("population") learning unless you opt in for that source.

8. Messaging (SMS, MMS, and A2P 10DLC)

8.1 You are the sender. Texts sent through the Service to your leads, customers, and contacts ("Your Contacts") are sent by you and on your behalf, from numbers registered to your business. You are the sender of record and are responsible for every message, whether you write it, approve it, or let an AI role send it on autopilot.

8.2 Carrier registration. You authorize Toolbench to register your brand and messaging campaigns with The Campaign Registry and carriers on your behalf, and to submit the business information, sample messages, and opt-in descriptions those registrations require. You represent that this information is accurate, and you will keep it current. Carriers and The Campaign Registry decide whether to approve a registration, can change their requirements, and can filter or block messages. Registration and carrier fees may be passed through to you as shown at checkout or on your invoice.

8.3 Consent from Your Contacts. You are solely responsible for obtaining and documenting all consent that the TCPA (47 U.S.C. § 227), its regulations, carrier and CTIA guidelines, and state laws (including the Florida Telephone Solicitation Act, the Oklahoma Telephone Solicitation Act, and Maryland's Stop the Spam Calls Act) require before you or the Service texts Your Contacts. That includes prior express written consent for marketing or promotional messages. Consent must be specific to your business, and it may not be made a condition of purchase. If you use Toolbench SMS opt-in forms or keywords, you are responsible for how and where you present them and for the accuracy of the disclosures. Do not import or text purchased, rented, or scraped lists.

8.4 Missed-call text-back. Missed-call text-back sends a single text replying to a call that a person placed to your business. Unless that person then opts in to further messages, follow-up texts must stay limited to that conversation and its request. You are responsible for configuring the content, timing, and follow-up of these texts in compliance with law.

8.5 STOP, HELP, and opt-outs. The Service automatically honors standard opt-out keywords (such as STOP, END, CANCEL, UNSUBSCRIBE, QUIT, and STOPALL) and responds to HELP with your business name and contact information. An opt-out applies to all of your numbers on the Service. You must also honor opt-out requests made by any other reasonable means, whether by text, by phone, by email, or in person, within the time the law requires. Record them in the Service, and do not text a person who has opted out unless they opt back in.

8.6 Required message practices. Your messages must identify your business, comply with quiet-hours rules (no marketing texts outside 8 a.m. to 9 p.m. in the recipient's local time, or stricter hours where state law requires, such as Florida's 8 a.m. to 8 p.m.), state message frequency and that "Msg & data rates may apply" at opt-in, and not contain prohibited content (Section 10). Messages may be sent using automated technology.

8.7 Carriers are not liable. Message delivery is not guaranteed. Carriers are not liable for delayed or undelivered messages. Neither are we, except as stated in these Terms.

8.8 Mobile opt-in data is never shared for marketing. Toolbench will not share mobile information, including text-messaging originator opt-in data and consent, with third parties or affiliates for their marketing or promotional purposes. We share it only with the service providers that deliver messages for you (such as carriers and messaging providers). You must make the same commitment in your own privacy policy, and you may not use the Service to sell, rent, or share Your Contacts' opt-in data for marketing.

8.9 Texts from Toolbench to you (Toolbench Alerts). If you give us a mobile number, Toolbench may text you about your account, including setup help, support replies, billing and payment notices, service updates, lead notifications, and security messages. These texts are not marketing. If you separately opt in, we may also send marketing messages. Consent to marketing texts is not a condition of purchase. Message frequency varies. Msg & data rates may apply. Reply HELP for help or STOP to cancel. Carriers are not liable for delayed or undelivered messages. Full program terms: SMS Terms at toolbench.com/sms-terms.

9. Your data and the AI Context Vault

Your AI Context Vault and the data in it belong to you. We act as a steward of your data, and we process it only on your instructions and as described in the Privacy Policy. Key commitments:

• You can export your full vault at any time in structured formats.
• You can delete your full vault, or any individual source, at any time.
• We never sell your data.
• Population-level learning (using de-identified signals across customer vaults to improve AI roles) is controlled per source. When you sign up, only Google Business Profile performance signals participate by default. You can turn that off at any time. Photos, reviews, call recordings, customer records, and job data are included only if you opt in for that source.
• Reads of your vault by AI roles are logged and visible to you in the audit log.

Your Contacts' data. For personal information about Your Contacts (callers, texters, leads, reviewers, and customers), you are the business that controls the data, and Toolbench processes it as your service provider or processor. You are responsible for giving Your Contacts any privacy notices the law requires and for having a lawful basis to collect and use their information. We will help you respond to their privacy requests as described in the Privacy Policy.

License to us. You grant us a limited, worldwide, non-exclusive, non-transferable license to use, store, process, transmit, and display your data solely as needed to provide the Service to you, to maintain and improve the Service consistent with the Privacy Policy and the settings above, and to comply with law. This license ends when you delete your data, except for retention the law requires and for legitimate operational records (such as billing history and audit logs) described in the Privacy Policy.

Cookies. Our use of cookies and similar technologies on toolbench.com is described in the cookies section of our Privacy Policy at toolbench.com/privacy.

10. Acceptable use

You agree not to, and not to let anyone else:

1. use the Service for any unlawful, fraudulent, or deceptive purpose, or to facilitate any of these;
2. violate the policies of any platform we integrate with (including Google Business Profile policies and carrier and CTIA messaging guidelines), or try to manipulate, deceive, or harm any person or platform;
3. misrepresent your business, your services, your licenses or credentials, or your relationship to any business profile;
4. upload content you lack the rights to use, including photos, reviews, or other media;
5. submit or procure fake or fraudulent reviews, fake business information, or other deceptive content, or violate Section 5;
6. send texts or place calls without the consent the law requires, place robocalls, or send spam, including to purchased, rented, shared, or scraped lists;
7. spoof caller ID, or misrepresent the source, identity, or purpose of a call or message;
8. send messages or place calls involving prohibited or high-risk content (including cannabis, illegal drugs, firearms, gambling, adult content, hate speech, debt collection, high-risk lending, or "get rich quick" offers), or content that violates carrier policies;
9. use the Service to harass, threaten, defame, or impersonate anyone;
10. resell, share, or use consumer data obtained through the Service for lead generation, list building, or brokering, or sell leads to third parties;
11. record or transcribe calls without the notice and consent the law requires, or disable required disclosures (Section 7.3);
12. try to bypass any rate limit, security control, audit log, consent control, or bright-line rule, or probe, scan, or test the vulnerability of the Service;
13. reverse engineer, decompile, or otherwise try to derive the source code or models of the Service, except as the law expressly allows;
14. use the Service to build a competing product, or to benchmark it for a competitor;
15. resell, sublicense, or transfer access to the Service without our written consent; or
16. introduce malware, or interfere with the Service or other customers' use of it.

11. Suspension

We may suspend all or part of the Service (including outbound calling, messaging, or publishing) immediately and without prior notice if we reasonably believe that: (a) you have violated Section 5, 7, 8, or 10; (b) your use creates legal, security, or platform risk to Toolbench, other customers, carriers, platforms, or the public; (c) a carrier, The Campaign Registry, Google, or another platform requires it; (d) payment is overdue (Section 13); or (e) the law requires it. Where practical, we will tell you why and give you a chance to fix the problem, and we will restore the Service promptly once it is fixed. Suspension does not relieve you of fees for the current billing period.

12. Free trials, subscriptions, auto-renewal, and cancellation

12.1 Free trial. We may offer a free trial (currently 7 days) ("Trial"). You may be asked for a payment method to start a Trial. Unless you cancel before the Trial ends, your Trial automatically converts into a paid subscription, and we will charge your payment method the subscription price shown at checkout, plus applicable taxes, on the day the Trial ends and then every billing period after that until you cancel. Before you start a Trial, checkout will clearly show the price, the billing frequency, the date your first charge will occur, and how to cancel. You must take an affirmative step (such as checking a box or clicking a clearly labeled button) to agree to these auto-renewal terms. If you cancel during the Trial, you will not be charged. If a Trial is longer than 31 days, we will email you a reminder 3 to 21 days before it converts.

12.2 Automatic renewal. Paid subscriptions renew automatically at the end of each billing period (monthly, or annually if you choose an annual plan) for the same length of time, at the then-current price, until you cancel. You authorize us, through our payment processor, to charge your payment method on file at each renewal without further action from you. After checkout, we will send you an email confirming the auto-renewal terms, the cancellation policy, and how to cancel, in a form you can keep.

12.3 How to cancel. You can cancel at any time online, in the Toolbench app under Settings → Billing, with a "Cancel subscription" option. No phone call, chat, or email is required. You may also cancel by emailing help@toolbench.com. We may present one offer before you confirm, but you will always be able to finish cancelling right away on the same screen. We will confirm your cancellation by email.

12.4 When cancellation takes effect. Cancellation takes effect at the end of your current paid billing period. You keep access until then, and you will not be charged again. If you cancel during a Trial, cancellation takes effect at the end of the Trial.

12.5 Price changes and reminders. We will give you at least 30 days' notice by email before any price increase applies to your subscription, along with how to cancel. If you don't want to pay the new price, cancel before it takes effect. For annual plans, we will email a reminder 15 to 45 days before each renewal stating the renewal date, the price, and how to cancel.

12.6 Refunds. Except where the law requires otherwise or we agree in writing, fees already charged are non-refundable, and we do not give refunds or credits for partial billing periods or unused features.

12.7 State auto-renewal laws. We intend these terms to comply with the Restore Online Shoppers' Confidence Act, the FTC's guidance on negative-option marketing, California's Automatic Renewal Law (Cal. Bus. & Prof. Code §§ 17600–17606), and similar state laws. Where those laws give you additional rights, those rights apply.

13. Fees and payment

Subscription prices for AI roles, the Context Vault, phone numbers, and included usage are published at toolbench.com/pricing and shown at checkout, and they are part of these Terms. Custom or enterprise pricing is governed by an order form.

• Billing. Subscription fees are billed in advance for each billing period. Metered usage above your plan (such as AI usage, voice minutes, message segments, and pass-through carrier or registration fees) is billed monthly in arrears at the published rates.
• Payment authorization. You authorize us and our payment processor to charge your payment method on file for all fees. Keep your payment information current.
• Failed payments. If a payment fails, we may limit access to the service while the account is past due; we won't close the account sooner than 7 days after notifying you of the failed payment; unpaid accounts may be cancelled after 30 days.
• Taxes. Fees do not include taxes. You are responsible for applicable taxes, other than taxes on our income, and we will add them to your invoice where we are required to collect them.
• Disputes. If you believe a charge is wrong, contact help@toolbench.com within 60 days of the charge so we can fix it.

14. Intellectual property

Toolbench keeps all right, title, and interest in the Service, including the Context Vault platform, AI role implementations, models, prompts, software, design, documentation, and brand. These Terms grant you only the right to use the Service as described.

You keep all right, title, and interest in your data and business content. As between you and us, output the AI roles produce for you (such as Google Business Profile posts, review replies, and messages) belongs to you, subject to the license in Section 9. Similar output may be produced for other customers.

You may not use Toolbench's name, logo, or other brand assets without our prior written consent, except to identify us as your service provider. If you send us feedback, we may use it without obligation to you, including as described in Section 15.

15. Customer feedback and publicity

You allow Toolbench to use your business name and logo to identify you as a customer, and to use feedback, reviews, testimonials and quotes you give us (including the first name and business name you give with them) on our website, in marketing materials and in ads. We will use them as you gave them, and may shorten them without changing their meaning. We will not pay you for this use. If you want us to stop, email help@toolbench.com and we will remove the content from places we control within a reasonable time. We are not able to recall materials that have already been printed or distributed. Your feedback is voluntary, and you may also use it however you like.

16. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOOLBENCH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Service will be uninterrupted, error-free, or secure; that defects will be corrected; that any call will be answered, any message will be delivered, or any post or reply will be published; or that the Service will produce any particular number of leads, jobs, rankings, reviews, or revenue. AI output, including voice conversations, texts, posts, review replies, appointment bookings, and recommendations, may contain errors or omissions, and you are responsible for how you use and rely on it. We do not provide legal advice. You are responsible for determining which laws apply to your calls, messages, recordings, and content, and for complying with them.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, JOBS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) TOOLBENCH'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID TO TOOLBENCH IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS (US $100).

(c) THE LIMITS IN (a) AND (b) DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, YOUR INDEMNITY OBLIGATIONS UNDER SECTION 18, OR YOUR BREACH OF SECTIONS 5, 7, 8, OR 10.

These limits apply to all theories of liability (contract, tort, statute, or otherwise) and are an essential basis of the bargain. Some jurisdictions do not allow certain exclusions or limitations. In those jurisdictions, they apply to the maximum extent the law permits.

18. Indemnification

You will defend, indemnify, and hold harmless Toolbench and its affiliates, officers, directors, employees, and agents from and against any third-party claims, and any related damages, losses, liabilities, fines, penalties, settlements, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to:

(a) your breach of these Terms; (b) your violation of any law or third-party right, including the TCPA, state telemarketing and "mini-TCPA" laws, call-recording and wiretap laws, privacy laws, and the FTC Act; (c) calls, texts, recordings, and content sent, made, or published through your account, including by an AI role acting on your behalf within the settings you chose; (d) your failure to obtain, document, or honor consent or opt-outs from Your Contacts, or to provide required notices and disclosures; (e) your business content, Context Vault data, and the information you provide for carrier registration; or (f) your use of the Service in a manner these Terms do not permit.

We will notify you promptly of any claim, let you control its defense (though you may not settle a claim that imposes obligations on us without our consent), and reasonably cooperate at your expense. We may take part with counsel of our choice at our own expense.

19. Termination

You may stop using the Service and cancel your subscription at any time (Section 12). You can delete your account by following the deletion process in the Toolbench app. We may terminate these Terms or your account on 30 days' notice for any reason, or immediately for material breach, repeated or serious violations of Sections 5, 7, 8, or 10, continued non-payment, or as the law or a platform requires. If we terminate for convenience, we will refund any prepaid fees for the unused part of the billing period.

After termination:

• You will keep access to your Context Vault for thirty (30) days to export your data.
• After thirty (30) days, we will delete your data as described in the Privacy Policy, except for records the law requires us to keep.
• Phone numbers are handled as described in Section 7.1. Google and other connections are revoked.
• You must pay all fees accrued through the end of your final billing period.

Sections that by their nature should survive termination will survive, including Sections 5 (responsibility for content), 8.3, 9 (license and data terms, as needed), 13 (accrued fees), and 14 through 22.

20. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email and post a notice in the Toolbench app at least thirty (30) days before the changes take effect, unless a change is required sooner by law or to address a security or platform issue. If you do not agree with a change, you may cancel before it takes effect. If you continue using the Service after the effective date, you accept the updated Terms. Changes to Section 21 will not apply to disputes of which we had notice before the change.

21. Governing law and dispute resolution

21.1 Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this Section 21.

21.2 Informal resolution first. Before starting an arbitration or small-claims case, the party with the claim must send the other a written notice describing the claim and the relief requested (to Toolbench at help@toolbench.com and 611 South DuPont Highway, Dover, DE 19901; to you at your account email). The parties will try in good faith to resolve it for 60 days. Deadlines that would otherwise expire are paused during that period.

21.3 Binding individual arbitration. Except as provided in Section 21.5, any dispute, claim, or controversy between you and Toolbench arising out of or relating to these Terms or the Service, including disputes about the scope, validity, or enforceability of this agreement to arbitrate, will be resolved only by final and binding arbitration on an individual basis. The American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules then in effect (and, where they apply, its Mass Arbitration Supplementary Rules), as modified by this Section. A single arbitrator will hear the case. Unless the parties agree otherwise, hearings will take place by video conference or, if in person, in Wilmington, Delaware or another location the parties agree on. The arbitrator may award any individual relief a court could award, and judgment on the award may be entered in any court with jurisdiction. Each party pays its own attorneys' fees and costs, unless the arbitrator awards them under applicable law or the AAA rules.

21.4 Class-action and jury-trial waiver. YOU AND TOOLBENCH EACH AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one party or preside over any class or representative proceeding. YOU AND TOOLBENCH EACH WAIVE ANY RIGHT TO A JURY TRIAL. If this class-action waiver is found unenforceable for a particular claim or remedy, that claim or remedy (and only that one) will be severed and decided in court under Section 21.6 after the individual arbitration ends, and the rest of this Section 21 remains in effect.

21.5 Exceptions. Either party may (a) bring an individual claim in small-claims court in its county of residence or principal place of business, or in New Castle County, Delaware, if the claim qualifies and stays there; and (b) seek injunctive or other equitable relief in court to protect its intellectual property, confidential information, or the security of the Service, or to stop a violation of Section 10.

21.6 Courts. For any matter that is not arbitrated, the state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction there.

21.7 Mass filings. If 25 or more similar arbitration demands are filed against Toolbench by or with the help of the same law firm or coordinated group, the AAA's Mass Arbitration Supplementary Rules will apply, and the parties agree that the demands may be administered in batches as those rules provide.

21.8 30-day right to opt out. You may opt out of this agreement to arbitrate by emailing help@toolbench.com, from the email address on your account, within 30 days after you first accept these Terms. Include your name, business name, and a clear statement that you opt out of arbitration. If you opt out, Sections 21.1, 21.2, and 21.6 still apply, and disputes will be resolved in the Delaware courts. Opting out does not affect any other part of these Terms.

21.9 Time limit. To the extent the law permits, any claim must be brought within one (1) year after it arises.

22. General

• Entire agreement. These Terms, together with the documents listed in Section 1 and any order form, are the entire agreement between you and Toolbench about the Service. If they conflict, an order form controls over these Terms, and these Terms control over the other documents.
• Severability. If any provision is held unenforceable, it will be enforced to the maximum extent possible, and the remaining provisions stay in full force.
• No waiver. Our failure to enforce a provision is not a waiver of our right to enforce it later.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets.
• Force majeure. Neither party is liable for failures or delays (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, internet or power outages, and carrier or third-party platform outages.
• Independent parties. Except for the limited agency in Sections 4, 5, and 8.2, the parties are independent contractors.
• Export and sanctions. You will not use the Service in violation of U.S. export or sanctions laws.
• Notices. Send notices to Toolbench at help@toolbench.com and Toolbench, Inc., 611 South DuPont Highway, Dover, DE 19901. We may give notices by email to the address on your account or in the Toolbench app.

23. Contact

Toolbench, Inc. 611 South DuPont Highway, Dover, DE 19901 Email: help@toolbench.com (legal notices, privacy, support and billing)