Terms of Service

1. Definitions

“Service” means the BayBoard software-as-a-service scheduling and operations platform, including the website at bayboard.io, the application at app.bayboard.io, related APIs, integrations, and any documentation, updates, or support services provided by BayBoard.

“Customer Data” means all data, content, and information that Customer or its Authorized Users submit to, generate within, or upload to the Service, including shop data, scheduling data, repair order data, technician data, customer records, and time-off data.

“Authorized User” means an employee, contractor, or agent of Customer that Customer authorizes to access and use the Service under Customer’s account.

“Subscription Plan” means the pricing tier and billing frequency Customer selects, as described at bayboard.io/pricing.

“Subscription Term” means the active period of Customer’s paid subscription, beginning on the start date and continuing through cancellation, non-renewal, or termination as described in these Terms.

“Aggregated Data” means data derived from Customer Data that has been de-identified and combined with data from other customers such that it does not identify Customer, any Authorized User, any individual, or any specific shop.

2. Account Registration and Authorized Users

2.1 Account Creation

To use the Service, Customer must create an account and provide accurate, current, and complete information. Customer is responsible for maintaining the accuracy of account information and for promptly updating it when changes occur.

2.2 Account Security

Customer is responsible for safeguarding account credentials and for all activity that occurs under Customer’s account, whether or not authorized. Customer must notify BayBoard immediately at hello@bayboard.io of any suspected unauthorized access or security breach.

2.3 Authorized Users

Customer may grant access to Authorized Users in the roles supported by the Service (Owner/GM, Service Advisor, Shop Foreman, Technician, or any future role). Customer is responsible for the acts and omissions of all Authorized Users and for ensuring they comply with these Terms and the AUP.

3. Subscription Plans, Trials, and Billing

3.1 Plans and Pricing

Subscription Plans, pricing, and included features are described at bayboard.io/pricing and are incorporated by reference. As of the Last updated date, BayBoard offers the following Subscription Plans:

• Founders: $99 per shop per month, available to the first 25 shops only. Price is locked for 24 months from the Subscription Term start date, after which the subscription converts to the then-current Standard pricing. A Founders slot belongs to a continuous subscription: if a Founders subscription is cancelled, the slot is permanently retired, and a later re-subscription is at then-current Standard pricing.
• Standard: $199 per shop per month for single-location shops.
• Multi-location (2 to 3 locations): $179 per location per month, annual contract required. Available when multi-location support launches.
• Multi-location (4 to 9 locations): $149 per location per month, annual contract required. Available when multi-location support launches.
• Multi-location (10 or more locations): $129 per location per month, annual contract required. Available when multi-location support launches.

Multi-location plans are listed for pricing transparency and become purchasable when multi-location support launches; today the Service supports one shop per account.

BayBoard may change pricing for new sign-ups at any time. Pricing changes will not affect Customer’s current Subscription Term. Founders pricing is locked for 24 months as described above and is not subject to mid-term price increases during that period.

3.2 Free Trial

BayBoard offers a 14-day free trial on Founders and Standard Subscription Plans. A valid payment method is required to start a trial. Customer’s payment method will be charged on day 15 at the selected plan price unless Customer cancels in-app before that date. Cancellation during the trial requires no notice and incurs no charge.

3.3 Monthly Subscriptions

Monthly Subscription Plans are billed in advance at the start of each one-month billing cycle. Customer may cancel a monthly subscription at any time in-app, with no notice period required. Upon cancellation, Customer’s subscription will not renew at the next billing cycle, and Customer retains access through the end of the paid month. No refunds are provided for partial months.

3.4 Annual Subscriptions

Annual Subscription Plans are billed in advance for the full 12-month Subscription Term. Annual subscriptions are non-refundable. Customer may cancel an annual subscription at any time in-app, in which case the subscription will not renew at the end of the paid Subscription Term, but Customer retains access to the Service through the end of the paid term.

3.5 Auto-Renewal

Subscriptions automatically renew at the end of each Subscription Term at the then-current pricing for the same Subscription Plan and billing frequency, unless Customer cancels in-app before the renewal date or BayBoard provides notice of non-renewal. Customer may turn off auto-renewal at any time in-app. Cancellation in-app requires no phone call, no email, and no notice period.

For Customers in jurisdictions with automatic renewal laws: BayBoard will provide renewal reminders and clear cancellation instructions consistent with applicable law. Customer may cancel auto-renewal at any time in-app, by emailing hello@bayboard.io, or by following the cancellation instructions in the Service.

3.6 Founders Conversion

Founders Subscription Plans automatically convert to the then-current Standard Subscription Plan at the end of the 24-month locked-pricing period. BayBoard will provide reasonable advance notice of the conversion and the new price before it takes effect. Customer may cancel before the conversion takes effect to avoid the new pricing.

3.7 Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments, including sales tax, use tax, or VAT. Customer is responsible for all such taxes associated with its use of the Service, except for taxes based on BayBoard’s net income.

3.8 Late Payment

If Customer’s payment method fails or any amount owed is not paid when due, BayBoard may suspend access to the Service after providing reasonable notice and an opportunity to cure. Continued non-payment is a material breach of these Terms and grounds for termination under Section 12.

3.9 No Refunds

Except as expressly stated in these Terms or required by applicable law, all fees are non-refundable and no prorated credits are issued. This includes annual subscription fees, fees paid for partial billing cycles, and fees paid before cancellation or termination. The Refund Policy restates this policy in plain language.

4. License and Acceptable Use

4.1 License Grant

Subject to these Terms and Customer’s payment of all applicable fees, BayBoard grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for Customer’s internal business purposes.

4.2 Restrictions

Customer will not, and will not permit any Authorized User or third party to:

• Resell, sublicense, lease, or otherwise commercially distribute the Service to third parties.
• Reverse-engineer, decompile, or attempt to derive the source code of the Service, except to the extent applicable law permits.
• Use the Service to build a competing product or to benchmark for a competing product. This restriction does not prohibit Customer’s internal benchmarking of its own operations.
• Interfere with or disrupt the Service, attempt to gain unauthorized access to any portion of the Service, or probe for vulnerabilities outside an authorized security testing program.
• Upload or transmit any malware, viruses, or harmful code.
• Use the Service in violation of the AUP, applicable law, or any third-party rights.
• Remove, alter, or obscure any proprietary notices in the Service.

4.3 Acceptable Use Policy

Customer’s and its Authorized Users’ use of the Service is governed by the BayBoard Acceptable Use Policy, incorporated by reference. Violation of the AUP is a material breach of these Terms.

5. Customer Data and Data Use

5.1 Customer Ownership

As between BayBoard and Customer, Customer owns all right, title, and interest in and to Customer Data, including shop data, scheduling data, repair order data, technician data, customer records, and time-off data. BayBoard does not claim ownership of any Customer Data.

5.2 License to BayBoard

Customer grants BayBoard a worldwide, non-exclusive, royalty-free license to access, host, copy, transmit, display, modify, and process Customer Data solely as necessary to provide and improve the Service, comply with applicable law, and exercise BayBoard’s rights under these Terms.

5.3 Aggregated and Anonymized Data

BayBoard may use Aggregated Data solely to internally improve the Service and to produce de-identified internal statistics. BayBoard does not publish industry reports from Aggregated Data, does not name Customer, any Authorized User, any individual, or any specific shop in those statistics, and does not sell Aggregated Data. Aggregated Data does not identify Customer, any Authorized User, any individual, or any specific shop. This use is not a sale of personal information.

5.4 Customer Responsibility for Data

Customer is responsible for the accuracy, quality, and legality of Customer Data; for the means by which Customer acquires Customer Data; and for ensuring that Customer has all necessary rights, permissions, and consents to upload and process Customer Data through the Service. Customer represents that its use of the Service does not violate any applicable privacy or data protection law. Customer will not upload Restricted Data (as defined in the DPA).

5.5 Data Export, Retention, and Deletion

During an active Subscription Term, Customer may export Customer Data through features made available in the Service or by written request to hello@bayboard.io. Following termination or expiration of the subscription, BayBoard will retain Customer Data for 90 days so that Customer can request an export, after which BayBoard will delete Customer Data, except where retention is required by law or for limited business records such as billing history, fraud prevention, or dispute resolution. BayBoard has no obligation to retain Customer Data after this retention period. The DPA states the same commitment.

5.6 Security

BayBoard will use commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure, consistent with industry practice for SaaS services at this scale. Customer acknowledges that no security measures are perfect and that BayBoard does not guarantee against all security incidents.

5.7 Privacy Policy

BayBoard’s collection and use of personal information in connection with the Service is described in the Privacy Policy, incorporated by reference.

6. BayBoard Intellectual Property

BayBoard owns all right, title, and interest in and to the Service, including all software, code, design, user interface, content (other than Customer Data), trademarks, logos, and documentation, and all related intellectual property rights. Except for the limited license granted in Section 4.1, no rights are granted to Customer by implication, estoppel, or otherwise.

Customer may submit feedback, suggestions, or feature requests to BayBoard. Customer grants BayBoard a perpetual, irrevocable, royalty-free license to use such feedback for any business purpose, including to improve the Service, without obligation to Customer.

7. Service Availability

BayBoard will use commercially reasonable efforts to make the Service available. The Service may be unavailable from time to time due to scheduled maintenance, updates, third-party service provider outages, force majeure events, or other circumstances. BayBoard does not currently offer a formal service level agreement (SLA) and does not guarantee any specific uptime percentage.

BayBoard may modify, update, or discontinue features of the Service from time to time. Material reductions in functionality will be communicated with reasonable advance notice.

8. Customer Obligations

• Use the Service only for lawful purposes and in compliance with these Terms, the AUP, and applicable law.
• Provide accurate, current, and complete information when registering and maintain that accuracy.
• Keep account credentials confidential and notify BayBoard of any suspected compromise.
• Pay all fees when due.
• Cooperate with reasonable BayBoard requests for information needed to support, secure, or operate the Service.
• Ensure Authorized Users comply with these Terms and the AUP.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” BAYBOARD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

BayBoard does not warrant that the Service will be uninterrupted, error-free, or completely secure, that defects will be corrected, or that the Service will meet Customer’s specific requirements. Customer acknowledges that scheduling decisions made using the Service remain Customer’s responsibility and that BayBoard is not responsible for business outcomes resulting from Customer’s use of the Service.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO BAYBOARD IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This cap applies to each party’s aggregate liability, including Customer’s indemnification obligations under Section 11.2.

The limitations in this Section 10 apply to all claims, whether in contract, tort (including negligence), strict liability, or otherwise, and form an essential basis of the bargain between the parties. The limitations do not apply to: (a) Customer’s payment obligations; (b) BayBoard’s indemnification obligations under Section 11.1, which remain outside this cap and, as already stated in Section 11.1, are BayBoard’s entire liability and Customer’s sole remedy for any third-party intellectual property claim related to the Service; (c) Customer’s breach of Section 4.2 (Restrictions); (d) BayBoard’s own gross negligence or willful misconduct; or (e) liability that cannot be limited under applicable law.

11. Indemnification

11.1 BayBoard Indemnification

BayBoard will defend Customer against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes a third party’s United States patent, copyright, or trademark, and will pay any damages and costs finally awarded against Customer or agreed in settlement. BayBoard’s obligations under this Section 11.1 do not apply to claims arising from: (a) Customer Data; (b) Customer’s use of the Service in violation of these Terms; (c) modifications to the Service not made by BayBoard; or (d) combination of the Service with products or services not provided by BayBoard.

If the Service becomes, or in BayBoard’s reasonable opinion is likely to become, the subject of an infringement claim, BayBoard may, at its option: (i) procure the right for Customer to continue using the Service; (ii) modify the Service so it is non-infringing; or (iii) terminate the affected portion of the Service and refund any prepaid fees for the unused portion of the Subscription Term. This Section 11.1 states BayBoard’s entire liability and Customer’s sole remedy for any third-party intellectual property claim related to the Service.

11.2 Customer Indemnification

Customer will defend BayBoard against any third-party claim arising from: (a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates third-party rights or applicable law; (b) Customer’s or its Authorized Users’ use of the Service in violation of these Terms or the AUP; or (c) Customer’s breach of any representation, warranty, or obligation in these Terms. Customer will pay any damages and costs finally awarded against BayBoard or agreed in settlement.

11.3 Procedure

The indemnified party will: (i) promptly notify the indemnifying party of any claim (failure to do so will not relieve the indemnifying party except to the extent prejudiced); (ii) give the indemnifying party sole control of the defense and settlement (provided that the indemnifying party may not settle any claim that imposes liability or admits fault on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld); and (iii) provide reasonable cooperation at the indemnifying party’s expense.

12. Term and Termination

12.1 Term

These Terms begin when Customer first accepts them or first accesses the Service and continue until all Subscription Terms have ended and Customer’s account is closed.

12.2 Termination by Customer

Customer may cancel a monthly subscription in-app at any time, with no notice period required. Customer may cancel an annual subscription in-app at any time, in which case the subscription will not renew at the end of the paid Subscription Term.

12.3 Termination for Convenience by BayBoard

BayBoard may terminate Customer’s subscription for convenience by giving Customer at least 30 days’ prior written notice (email is sufficient). If BayBoard terminates for convenience, BayBoard will refund any prepaid, unused fees for the terminated portion of the Subscription Term.

12.4 Termination for Cause

Either party may terminate these Terms or any subscription for cause if the other party materially breaches these Terms and fails to cure the breach within 15 days after written notice. BayBoard may immediately suspend or terminate Customer’s access without cure period for: (a) non-payment that remains uncured after notice; (b) material AUP violations; (c) activity that creates a security or legal risk to BayBoard or other customers; or (d) Customer’s insolvency, bankruptcy, or assignment for the benefit of creditors.

12.5 Effect of Termination

Upon termination or expiration: (a) Customer’s right to access and use the Service ends; (b) Customer remains responsible for all fees accrued through the effective date of termination; (c) BayBoard will retain and then delete Customer Data as described in Section 5.5; and (d) Sections that by their nature should survive (including Sections 5.1, 5.3, 6, 9, 10, 11, 12.5, 13, 15, and 16) will survive termination.

13. Modifications to These Terms

BayBoard may update these Terms from time to time. For material changes, BayBoard will provide at least 30 days’ prior notice by email to the address on Customer’s account, by posting in the Service, or both. Updates will be effective on the date stated in the notice. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer’s exclusive remedy is to cancel the subscription before the effective date.

Non-material changes (such as clarifications, formatting, or contact information) are effective when posted with an updated Last updated date.

14. Copyright Infringement Notices (DMCA)

BayBoard respects the intellectual property rights of others and responds to notices of alleged copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”).

If you believe content on the Service infringes your copyright, send a notice to hello@bayboard.io including: (1) a physical or electronic signature of the copyright owner or authorized agent; (2) identification of the copyrighted work claimed to be infringed; (3) identification of the allegedly infringing material and information sufficient to locate it; (4) your contact information; (5) a statement that you have a good-faith belief that the use is not authorized; and (6) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

BayBoard will respond to valid DMCA notices by removing or disabling access to the allegedly infringing material and may terminate the accounts of repeat infringers. False or bad-faith DMCA notices may subject the sender to liability.

15. Governing Law and Dispute Resolution

15.1 Governing Law

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

15.2 Informal Resolution

Before filing any formal proceeding, the parties will attempt in good faith to resolve any dispute by direct discussion. The complaining party will send written notice describing the dispute to the other party (BayBoard operational notices go to hello@bayboard.io). The parties will then have 30 days to resolve the dispute informally before either party may initiate arbitration under Section 15.3 or a permitted court proceeding under Section 15.4.

15.3 Binding Arbitration

If the parties do not resolve a dispute within the informal period in Section 15.2, the dispute will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, except as this Section 15 provides otherwise. The arbitration will be conducted before a single arbitrator. The seat and locale of the arbitration are Denver, Colorado. The language of the arbitration is English. Each party will prosecute its claims on an individual, bilateral basis. This is a commercial B2B arbitration between BayBoard and Customer; it is not a consumer arbitration clause and it does not include a consumer opt-out period.

The arbitrator may award any relief available in court, subject to Section 10. Judgment on the award may be entered as provided in Section 15.4. The arbitrator has authority to resolve disputes relating to the interpretation, applicability, and enforceability of this Section 15.3, except that a court sitting in Denver County may decide whether a claim is within Section 15.4.

Each party will bear its own attorneys’ fees unless the arbitrator awards fees as permitted by the Rules or applicable law. AAA filing, administrative, and arbitrator fees will be allocated as provided in the Rules.

15.4 Court Matters (Denver County)

The following matters may be brought in the state or federal courts located in Denver County, Colorado, and the parties consent to the exclusive jurisdiction and venue of those courts for these matters: (a) applications for injunctive or other equitable relief to protect a party’s intellectual property, confidential information, or other proprietary rights; (b) claims for misappropriation or infringement of intellectual property; (c) claims to enforce confidentiality obligations; and (d) petitions to confirm, vacate, modify, or enforce an arbitral award. A party may seek the relief in clause (a) without first complying with Section 15.2 if waiting would cause irreparable harm.

16. General Provisions

16.1 Force Majeure

Neither party will be liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, third-party service provider outages, governmental actions, pandemics, or natural disasters.

16.2 Assignment

Customer may not assign or transfer these Terms or any rights under them without BayBoard’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets, with notice to BayBoard. BayBoard may assign these Terms in its discretion, including in connection with a merger, acquisition, financing, or sale of assets. Any non-permitted assignment is void.

16.3 Notices

BayBoard may send notices to Customer by email to the address on Customer’s account or by posting in the Service. Customer may send operational notices, including informal dispute notices under Section 15.2, to BayBoard at hello@bayboard.io. Formal legal and privacy mail may be sent to BayBoard in care of Jessen Perko, 3773 E Cherry Creek North Dr, Denver, CO 80209, 303-398-7088. Notices are effective when sent, except for notices of dispute under Section 15.2, which are effective on receipt.

16.4 Entire Agreement

These Terms, together with the Privacy Policy, AUP, Cookie Policy, DPA, and any order forms or written agreements signed by both parties, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, or representations on the subject.

16.5 Order of Precedence

In the event of a conflict, the order of precedence is: (1) any signed order form or master agreement between the parties; (2) the DPA, for the subject matter of data processing; (3) these Terms; (4) the AUP; (5) the Privacy Policy; (6) any other policy referenced in these Terms.

16.6 Severability

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if not possible, severed, and the remaining provisions will remain in full force and effect.

16.7 Waiver

No failure or delay in exercising any right under these Terms operates as a waiver. Any waiver must be in writing to be effective.

16.8 Independent Contractors

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

16.9 No Third-Party Beneficiaries

These Terms do not confer any rights on any third party.

16.10 Government End Users

If Customer is a U.S. government entity, the Service is licensed as “Commercial Computer Software” and “Commercial Computer Software Documentation” as those terms are used in applicable Federal Acquisition Regulation provisions, with only those rights expressly granted in these Terms.

16.11 Headings

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

16.12 Pilot and Related-Party Disclosure

Customer acknowledges that BayBoard piloted the Service at Franklynn Automotive, an auto repair shop owned by BayBoard’s founder. Franklynn Automotive may continue as a paying customer or reference shop. This relationship is disclosed for transparency. BayBoard provides the Service on the same terms to all customers within a given Subscription Plan.

17. Contact

Questions about these Terms can be sent to:

BayBoard LLC
Jessen Perko
3773 E Cherry Creek North Dr
Denver, CO 80209
303-398-7088
Email: hello@bayboard.io
Web: bayboard.io

Operational questions go to hello@bayboard.io. Formal legal and privacy mail may be sent to the Jessen mailing address above.