Terms of Use

The Agreement

These Terms of Use govern access to and use of Vendor Callout — the website, the application, and the tokenised pages we provide to your compression vendors. They form a binding agreement between Vendor Callout LLC ("we", "us") and the company that subscribes ("you", "Customer").

You accept these terms by signing an order or quote that references them, by signing in to the application, or by using the service. If you are accepting on behalf of a company, you confirm you are authorised to bind it.

Definitions

• Service — the Vendor Callout application, website, notifications and related support.
• Customer Data — everything you or your users put into the Service: units, routes, locations, vendors, callouts, photographs, notes, credits and the records derived from them.
• User — a person you authorise to sign in, whether an administrator or a field user.
• Unit — a compressor unit recorded in your account with a status other than retired.
• Vendor — a compression provider you notify through the Service. Vendors are not Users and hold no account.
• Order — the quote, invoice or written arrangement setting your package size, billing cycle, payment terms and any services or discounts.

Accounts & Access

• You are responsible for your Users' activity, and for keeping their access appropriate to their role. Remove people who leave.
• Accounts are for named individuals. Do not share a sign-in between people. If two people need access, add two users — it costs $3.00 per month.
• Sign-in links and password-reset links are single-use and expire. Do not forward them.
• Email addresses must be unique across the platform, so only we can change one. Ask, and we will.
• You must be at least 18 and able to form a binding contract.
• Tell us promptly if you believe an account has been compromised.

Subscription

The Service is sold as a subscription sized to your fleet.

• Packages start at 20 units and are sold in increments of 5, with no upper limit.
• You are billed on the larger of your contracted package size or your actual unit count rounded up to the next increment of 5. Twenty-seven units on a twenty-unit package bills as thirty.
• Units marked retired are not billed. Retire a unit and it leaves the count, while its history stays in your records.
• Adding units mid-cycle is automatic; the additional units appear on your next invoice. Reducing your package size takes effect at your next renewal.
• Active user seats are counted at invoicing. Suspended users are not billed.

Fees & Billing

• Invoices are issued in advance for the billing period shown on the invoice.
• Payment is due on the date printed on the invoice, which is calculated from your agreed terms — net fifteen days unless your Order says otherwise.
• Payment is by ACH or wire. We do not accept, process or store payment card details. When you pay, record the reference or trace number against the invoice so it reconciles.
• Fees are in United States dollars and exclusive of taxes. You are responsible for any sales, use or similar taxes, excluding taxes on our income.
• Fees are non-refundable except where these terms expressly say otherwise. Reducing your unit count mid-period does not generate a refund or credit.
• We may change list pricing on sixty days' notice, effective at your next renewal. A price change never applies mid-term to a period you have already paid for.

Professional Services

Optional services are quoted separately and added to your invoice as their own lines:

• Vendor reliability meetings — $1,475.00 per vendor, per meeting. We prepare the report, run the meeting, and document what was agreed.
• Additional data exports — $500.00 per export after the first. Your first full export is free, and so is the export you take on termination. Later ones during the subscription carry this fee because each is produced by hand and consumes real server time; it is a labour charge, not a charge for your data.
• Field visits and training — $18,650.00 per visit, covering on-site training for your operators and a working review with your team.

Professional services are not reduced by the quarterly or annual billing discount, so the figure you are quoted is the figure you pay. Scheduled services cancelled with less than ten business days' notice may be billed in full where travel is already committed.

Late Payment & Suspension

• Amounts unpaid after the due date may accrue interest at 1.5% per month, or the maximum the law allows, whichever is lower.
• If an invoice is more than thirty days past due we may suspend access after giving you at least ten days' written notice and a chance to cure.
• Suspension does not delete anything. Your data remains intact and is restored on payment.
• If you dispute a charge in good faith, tell us before the due date and pay the undisputed portion. We will not suspend over a charge that is genuinely under discussion.

Your Data

• Customer Data is and remains yours. We claim no ownership of it.
• You grant us only the licence needed to host, process, transmit, back up and display it in order to operate the Service and support you.
• We do not sell your data, share it with other customers, or use it to train machine-learning models. How we handle it is set out in the Privacy Policy.
• You are responsible for the accuracy of what is entered and for having the right to enter it — including vendor contact details and photographs taken in the field.
• You may request an export of your entire account at any time — company details, users, vendors and contacts, routes, locations, units, every callout, vendor credits, rental-rate history, vendor work notes and the audit log — and we will produce it as a spreadsheet promptly. The first export is free, and so is the one you take on termination; other exports during the subscription are $500.00, covering the labour and server time involved. Photographs are listed by filename; ask and we will package the image files.

Acceptable Use

Do not:

• Resell, sublicence, or provide the Service to a third party as a service of your own, or use it to manage a fleet you neither own nor operate, without our written agreement.
• Copy, reverse engineer, decompile or attempt to derive the source code, or build a competing product from it.
• Probe, scan or test the security of the Service without our prior written permission, or attempt to reach another company's data.
• Upload malware, or content that is unlawful, defamatory, or infringes someone's rights.
• Scrape or bulk-extract by automated means beyond the export tools we provide.
• Use the notification system to send anything other than genuine operational communications to your vendors.
• Remove or obscure any proprietary notice.

Serious or repeated breach lets us suspend access immediately, with notice as soon as practicable.

Vendor Access

Vendors you nominate receive notifications and an expiring, single-callout link. They are not our customers and have no account.

• You are responsible for the vendor addresses you enter and for having the right to contact them for this purpose.
• What a vendor sees is limited to one callout, and never includes rental rates, downtime cost, the dollar value of lost production, or credits.
• Vendor work notes cannot be edited or deleted by you or by the vendor once submitted. That is deliberate — the record is only worth something if nobody can revise it after the fact. Only we can correct an entry, on request, and the correction is audit-logged.
• We are not a party to your agreement with any vendor, and take no responsibility for a vendor's performance, response time, or willingness to honour a credit.

Calculations & Your Contracts

This section matters more than most, so it is written plainly.

The Service calculates down-hours, availability, downtime cost, lost production and the contract credit a unit appears to be owed. Those figures are computed from the data you enter and the contract terms you configure — the availability target, the monthly rental rate, and its effective dates.

• The numbers are only as good as the inputs. A wrong rental rate, a missed timestamp, or a stale availability target produces a wrong result, and the Service cannot know that.
• The output is not a determination of what you are owed. Your compression contract governs. The Service is an evidence and calculation tool, not a substitute for reading your agreement.
• We do not provide legal, accounting, tax or engineering advice. Before you claim a credit, dispute an invoice, or rely on a figure in a negotiation, verify it against your contract and take your own professional advice.
• You are responsible for keeping rental rates and availability targets current as contracts change. Rate history exists so past periods stay priced at the rate that was actually in force.

Subject to the limits in Limitation of Liability, we are not responsible for a credit you failed to claim, a credit a vendor refused, or a commercial decision you made on the strength of a figure the Service displayed.

Intellectual Property

The Service — its software, design, interface, documentation, brand and name — is ours and stays ours. Nothing here transfers ownership. You receive a non-exclusive, non-transferable right to use the Service during your subscription, for your own compression operations.

If you send us feedback or suggestions, we may use them without obligation or payment. We will not identify you as the source without asking.

Confidentiality

Each of us may learn things about the other that are not public — your operational and commercial data on our side, our pricing and non-public product information on yours. Each of us agrees to protect the other's confidential information with at least reasonable care, use it only to perform this agreement, and not disclose it except to people who need it and are bound to similar terms.

This does not cover information that is public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law — with notice to the other party where permitted.

Availability & Support

• We aim to keep the Service available around the clock and work to keep it that way, but we do not commit to a guaranteed uptime percentage unless your Order includes one.
• We perform maintenance outside peak hours where we reasonably can, and give notice for anything expected to be disruptive.
• Support is provided by email through the contact form, which reaches the person who runs this service directly. We aim to respond to any issue affecting your ability to log a callout on the same business day.
• We may modify or improve the Service over time. We will not remove a material feature you rely on without reasonable notice.

Warranty Disclaimer

We warrant that we will provide the Service with reasonable skill and care. Beyond that, the Service is provided "as is" and "as available", and we disclaim all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or arising from course of dealing.

We do not warrant that the Service will be uninterrupted or error-free, that it will meet every requirement you have, or that any figure it calculates will be accepted by a vendor or a court.

Limitation of Liability

Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost production, lost business opportunity, or lost or corrupted data, even if advised such damages were possible.

Each party's total aggregate liability arising out of or relating to this agreement is limited to the fees you paid us in the twelve months immediately before the event giving rise to the claim.

These limits do not apply to: your obligation to pay fees; either party's breach of confidentiality; indemnification obligations; or liability that cannot be limited by law, including fraud, wilful misconduct, or death or personal injury caused by negligence.

You acknowledge that these limits are a fundamental part of the bargain, and that our pricing reflects them.

Indemnification

We will defend you against a third-party claim that the Service infringes that party's intellectual property rights, and pay damages finally awarded or agreed in settlement. If the Service becomes subject to such a claim, we may modify it, obtain a licence, or terminate the affected subscription with a pro-rata refund.

You will defend us against a third-party claim arising from Customer Data, your use of the Service in breach of these terms, or a dispute between you and a vendor, and pay damages finally awarded or agreed in settlement.

In each case the indemnified party must give prompt notice, allow the other to control the defence, and provide reasonable cooperation.

Term & Termination

• The subscription runs for the term on your Order and renews for successive terms of the same length unless either of us gives thirty days' written notice before renewal.
• Either party may terminate for material breach if the breach is not cured within thirty days of written notice.
• We may terminate immediately for non-payment after the cure period in Late Payment, or for a serious breach of Acceptable Use.
• On termination your right to use the Service ends. Fees already invoiced remain payable.
• If we terminate without cause, or discontinue the Service, we will refund the unused portion of what you have prepaid.
• Sections on data ownership, intellectual property, confidentiality, disclaimers, liability, indemnification and governing law survive termination.

Getting Your Data Out

We do not hold data hostage.

• You may request a full export at any time during the subscription, including the complete operational record — the first free, subsequent exports at $500.00 each. Photographs are supplied as files on request.
• The export you take when you leave is always free, however many you have had before. We will not invoice a departing customer for their own records.
• For thirty days after termination we will keep your data and provide an export on request, free of charge, including where the subscription ended for non-payment.
• After that we delete account data from live systems within ninety days, except records we must retain for legal or accounting reasons.
• Encrypted backups age out separately. The system is archived hourly and those archives are kept on a rolling schedule — hourly for a day, daily for a month, monthly for a year. Deleted data can therefore persist in an encrypted archive for up to twelve months before the last copy expires. We will confirm that expiry date on request.
• Photographs are included in an export on request; ask, and we will package them.

Governing Law & Disputes

This agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state and federal courts located in Texas, and each party consents to that jurisdiction.

Before filing anything, the parties will attempt to resolve the dispute in good faith: notify the other in writing, and give thirty days for senior representatives to discuss it.

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

General

• Entire agreement. These terms, the Privacy Policy, and your Order are the whole agreement between us on this subject, and supersede prior discussions.
• Order of precedence. A signed agreement or Order prevails over these terms where they conflict; these terms prevail over anything else.
• No purchase-order terms. Pre-printed terms on your purchase order have no effect.
• Assignment. Neither party may assign without the other's consent, except to a successor in a merger or sale of substantially all assets, with notice.
• Severability. If a provision is unenforceable, the rest stands and the provision is narrowed to what is enforceable.
• No waiver. Not enforcing something once does not waive it.
• Force majeure. Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations.
• Independent contractors. Nothing here creates a partnership, agency or joint venture.
• Notices. To you, at the administrator email addresses on your account. To us, through the contact form.
• Publicity. We will not use your name or logo as a reference without your written permission.

Changes to These Terms

We may update these terms. The date at the top changes when we do. For a change that materially affects your rights or obligations, we will notify account administrators by email at least thirty days before it takes effect, and it applies from your next renewal. If you do not accept a material change, you may terminate before it takes effect and receive a refund of the unused prepaid portion.

Contact

Questions about these terms, a quote, or an invoice — use the contact form.

Vendor Callout LLC · vendorcallout.com