Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Bulwark Black LLC, a Washington limited liability company doing business as The Contractor Codex(“we,” “us,” or “the Service”). By creating an account, signing in, or using any part of the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

If you accept these Terms on behalf of a company or other organization, you represent that you have authority to bind that entity, and “you” in these Terms refers to that entity.

The Contractor Codex is software that helps contractors and small service businesses manage clients, projects, quotes, contracts, time tracking, invoicing, and calendar sync. The Service may evolve over time as we add, change, or remove features.

You must be at least 18 years old and able to form a binding contract to use the Service. You agree to provide accurate, current, and complete information during registration and to keep that information up to date.

You are responsible for safeguarding your account credentials and for any activity under your account. Notify us promptly at support@contractorcodex.com if you suspect unauthorized access.

Access to the Service requires a paid subscription unless you are on an active trial or a plan we have explicitly offered at no charge. Fees, billing intervals, and cancellation policies are presented on the subscription checkout screen and in your account settings.

Payments are processed by Stripe. By providing payment details you authorize us to charge the chosen payment method for the subscription you select, including renewals on each billing cycle until you cancel. Taxes are your responsibility and may be added at checkout depending on your jurisdiction.

Cancellation takes effect at the end of the current billing period. We do not provide refunds for partial periods except where required by law.

Service transaction fee.In addition to your subscription, we retain a percentage of each payment processed through the Service via Stripe Connect (the “service fee”). The applicable percentage is shown in your Admin Settings and may be updated from time to time on 30 days’ notice. The service fee is deducted from the Stripe balance of your connected account and routed to our platform account at the time of payment; it does not appear as a line item on the invoice your customer receives. Stripe’s own processing fees are separate and charged by Stripe directly to your connected account. By connecting your Stripe account to the Service, you authorize this deduction on every transaction the Service routes through Stripe Connect on your behalf.

Refunds.When you issue a refund through the Service, our service fee on the refunded portion is refunded proportionally unless we communicate otherwise. Stripe’s own processing fees are non-refundable per Stripe’s terms.

You retain all rights to the business data you put into the Service, including client records, project notes, contracts, and uploaded files (“Customer Data”). You grant us a limited, non-exclusive license to host, process, and transmit Customer Data solely to provide and improve the Service for you.

You are responsible for the legality of the Customer Data you collect and store. You represent that you have any consents required to process your clients’ personal information through the Service.

How we handle data is described in our Privacy Policy.

The Service helps you create, send, and manage quotes, contracts, invoices, and other documents that you provide to your own customers. Any agreement, quote, or contract that you send to your customer through the Service is solely between you and that customer. Bulwark Black LLC is not a party to any such agreement, does not endorse or guarantee performance of either party, and has no obligation to mediate disputes between you and your customers.

You are responsible for the accuracy of what you send, compliance with all consumer-protection, contractor licensing, tax, and disclosure laws applicable to your business, and timely delivery of any goods or services you promise.

You consent to receive communications from us electronically and agree that records, notices, and disclosures we provide electronically satisfy any legal requirement that they be in writing.

The Service offers electronic signature tooling. When you or your customer sign a document through the Service, you agree that the electronic signature has the same legal effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and analogous state and international laws. You may withdraw consent to do business electronically by closing your account and ceasing to use the Service.

You are responsible for retaining copies of signed documents. The Service provides PDF downloads and an audit trail for that purpose.

You agree not to:

• Use the Service for any unlawful purpose or in a way that infringes the rights of others.
• Attempt to reverse-engineer, decompile, or circumvent any security feature of the Service.
• Scrape, harvest, or otherwise extract data from the Service except through the features and APIs we provide.
• Upload viruses, malicious code, or material that is defamatory, harassing, fraudulent, or violates intellectual property rights.
• Send unsolicited bulk email, SMS, or other messages through the Service in violation of CAN-SPAM, the TCPA, GDPR, CASL, or any similar law. You are solely responsible for obtaining the consents required to email or message your customers, for honoring unsubscribe requests, and for maintaining records of consent. We may suspend your account immediately and without prior notice if we receive credible spam complaints, blocklist notices, or abuse reports tied to messages you sent through the Service.
• Use the Service to compete with us by building a substantially similar product.
• Resell, sublicense, or expose the Service to third parties outside your organization without our written permission.

We may suspend or terminate accounts that violate these rules.

The Service connects to third-party services including Stripe, Google Calendar, DocuSign, Clerk, and Resend. Your use of those services is governed by their own terms and privacy policies. We are not responsible for outages, changes, or actions by these third parties, including changes that may affect features within the Service.

When you authorize a third-party integration (for example, connecting Google Calendar), you authorize us to access and process data from that service on your behalf, subject to the permissions you grant during the OAuth consent flow.

The Service, including all software, design, content, trademarks, and brand assets, is owned by Bulwark Black LLC and protected by intellectual property laws. These Terms do not grant you any rights in our trademarks or branding. The license we grant you is limited to using the Service as intended, for the duration of your subscription.

If you give us feedback, suggestions, or feature ideas, we may use them without obligation or compensation to you.

The Service includes features powered by artificial intelligence and large language models, including the optional in-portal AI chat, the AI quote drafter, voice transcription via Deepgram, and the MCP server for AI agents (the “AI Features”). When you use the AI Features, your inputs and the relevant Service data may be sent to third-party AI providers acting as our subprocessors (currently Anthropic, OpenAI, and Deepgram) for processing.

Output disclaimer. AI Features produce text, summaries, drafts, and transcriptions on a best-effort basis. Output may be inaccurate, incomplete, biased, out of date, or unsuitable for your purpose. You are responsible for reviewing every AI-generated quote, contract clause, message, summary, or other output before sending it, signing it, relying on it, or providing it to your customers. We make no warranty that AI output is accurate, legally compliant, or fit for any particular purpose, and we are not responsible for losses arising from your reliance on AI output.

No model training on your data. We do not authorize our AI subprocessors to train, fine-tune, or otherwise improve their generalized models on Customer Data or end-client data routed through the Service, and we require contractual commitments from those subprocessors consistent with that prohibition. We do not train any model of our own on Customer Data without your prior written consent.

Agent and MCP usage. If you create an MCP API key and connect it to a third-party AI client (such as Claude or ChatGPT), you authorize the actions that client takes on your behalf using that key, including actions that send email, generate invoices, sign contracts, or alter customer data. Confirmation prompts inside the AI client are part of your two-step verbal confirmation workflow; you are responsible for confirming each action before authorizing it. We are not liable for actions taken by an AI client you have authorized.

You may disable AI Features for your organization in your admin settings.

From time to time we may make beta, preview, or experimental features available to you (collectively, “Beta Features”). Beta Features are clearly labeled or otherwise designated and are provided for the purpose of evaluation and feedback. Beta Features are provided on an “as is” basis and the disclaimers and limitations of liability in these Terms apply to them with full force. We may modify, suspend, or discontinue Beta Features at any time without notice and without liability.

We aim to keep the Service up and running, but we do not guarantee uninterrupted availability. Maintenance, upgrades, third-party outages, and unforeseen events can interrupt the Service. We will use reasonable efforts to provide notice of planned downtime.

The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Service will be error-free, uninterrupted, secure, or that any data loss will not occur. You are responsible for maintaining your own backups of Customer Data where appropriate.

The Service does not provide legal, tax, accounting, or financial advice. Contracts, quotes, invoices, and other documents generated through the Service are templates and starting points. You are responsible for reviewing them for accuracy and compliance with applicable law before sending, signing, or relying on them.

To the maximum extent permitted by law, in no event will Bulwark Black LLC, its officers, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or goodwill, arising out of or related to the Service, even if advised of the possibility of such damages.

Our total cumulative liability for any claim arising out of or related to the Service is limited to the greater of (a) the fees you paid us in the twelve months preceding the event giving rise to the claim, or (b) one hundred US dollars.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

You will defend, indemnify, and hold harmless Bulwark Black LLC from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of (a) your use of the Service, (b) your violation of these Terms, (c) your violation of any third-party rights, or (d) Customer Data you put into the Service.

You may cancel your account at any time from your account settings or by emailing support. We may suspend or terminate your account at any time for violation of these Terms, non-payment, suspected fraud, or to comply with the law.

On termination, your right to use the Service ends. You may request an export of your Customer Data within 30 days of termination. After that period we may delete your data, subject to retention obligations described in our Privacy Policy.

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, natural disasters, pandemics, government action, labor disputes, internet or telecommunications outages, or third-party service failures. Subscription fees remain due during the affected period.

We respect intellectual property rights. If you believe material accessible through the Service infringes your copyright, send a notice under the Digital Millennium Copyright Act (DMCA) including:

• Your physical or electronic signature, or that of a person authorized to act on behalf of the owner.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the material claimed to be infringing, including a URL or other location sufficient for us to find it.
• Your contact information (name, address, telephone number, email).
• A statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law.
• A statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act on behalf of the owner.

Send DMCA notices to support@contractorcodex.com with the subject line “DMCA Notice” or by mail to the address in Section 25. We may remove or disable access to material that is the subject of a valid notice and, in appropriate circumstances, terminate the accounts of repeat infringers.

We may update these Terms from time to time. Material changes will be communicated by email or an in-app notice at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

Please read this section carefully. It affects your rights, including your right to sue in court and to participate in a class action.

Informal resolution first. Before either party files a formal claim against the other, that party will first contact the other in writing and attempt to resolve the dispute informally for at least sixty (60) days. You contact us at support@contractorcodex.com with the subject line “Dispute Notice” and a description of the claim. We contact you at the email address on your account.

Binding arbitration.Except for the carve-outs below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved through informal resolution will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and Consumer-Related Disputes Supplementary Procedures, as applicable. The arbitration will be conducted by a single arbitrator in Spokane County, Washington, or by video conference at the arbitrator’s discretion. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.

Class action waiver. You and we each agree that disputes between us will be resolved only on an individual basisand not as a plaintiff or class member in any purported class, collective, representative, or private-attorney-general action. The arbitrator may not consolidate more than one person’s claims, may not preside over any representative or class proceeding, and may award relief only to the individual party seeking it and only to the extent necessary to provide relief warranted by that party’s individual claim. If this class action waiver is found to be unenforceable, then the entirety of this arbitration section will be null and void as to that dispute and the dispute will be resolved exclusively in the courts identified in Section 22.

Carve-outs.Either party may bring (a) an individual action in small-claims court in the party’s county of residence (or, for us, Spokane County, Washington) if the claim qualifies; (b) an action to enjoin infringement or other misuse of intellectual property in court; or (c) any other action that applicable law makes non-waivable by arbitration agreement.

30-day opt-out. You may opt out of this arbitration and class action waiver by emailing support@contractorcodex.com with the subject line “Arbitration Opt-Out” within 30 days of first agreeing to these Terms (or, if you are an existing user, within 30 days of the effective date of this revision). Opting out has no other effect on your account. If you opt out, disputes are resolved exclusively in the courts identified in Section 22.

Survival. This section survives termination of your account and of these Terms.

These Terms are governed by the laws of the State of Washington, United States, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Spokane County, Washington, and you consent to the personal jurisdiction of those courts.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

You represent that you are not located in, under the control of, or a national or resident of any country subject to a comprehensive United States embargo, and that you are not listed on any United States government list of prohibited or restricted parties (including the OFAC Specially Designated Nationals list). You agree not to use or export the Service in violation of US export laws and regulations.

We may give you notice by email to the address on your account, by an in-app message, or by a posted notice on contractorcodex.com. Notices are effective on the day they are sent or posted.

All legal notices to us, including subpoenas and service of process, must be addressed to Bulwark Black LLC at the address in Section 25 and copied to support@contractorcodex.com. Notices delivered other than as described are not effective.

These Terms, together with the Privacy Policy, are the entire agreement between you and us regarding the Service and supersede any prior agreements. If any provision is found unenforceable, the remaining provisions will continue in full force. Our failure to enforce any provision is not a waiver of our right to do so later. You may not assign these Terms without our written consent; we may assign freely. The provisions that by their nature should survive termination (including ownership, disclaimers, limitation of liability, indemnification, and governing law) survive.

Questions about these Terms? Email support@contractorcodex.com or write to us at the address below.

Bulwark Black LLC
d/b/a The Contractor Codex
522 W Riverside Ave, Ste N
Spokane, WA 99201
United States
Phone: +1 (509) 309-8286