Terms of Service

Effective date: July 21, 2026

These Terms of Service ("Terms") are a binding agreement between you ("Tenant", "you") and Ratchly ("Ratchly", "we", "us") governing your use of the Ratchly platform, marketing site, and related services (the "Service"). We've written these Terms to be clear, plain-language, and mutually fair. By creating an account or using the Service, you agree to these Terms.

1. Eligibility & accounts

You must be at least 18 years old and authorized to bind your business to these Terms. You are responsible for the accuracy of registration information, the security of your credentials, and all activity that occurs under your account. Notify us promptly at support@ratchly.com of any unauthorized use.

2. Definitions

• "Service" — the Ratchly platform, mobile web app, APIs, and related tooling.
• "Tenant" — the business or individual that registers an account.
• "Tenant Data" — records, files, messages, and content Tenant or its technicians submit to the Service, including data about Tenant's own customers.
• "Subscription" — the paid plan selected by the Tenant.

3. Subscriptions, trials, and billing

Ratchly offers monthly and annual subscription plans. Free trials, when offered, convert automatically to a paid subscription at the end of the trial unless canceled. Fees are billed in advance, are non-refundable except as expressly stated in these Terms or required by law, and exclude taxes, which are your responsibility. Subscriptions renew automatically for the same term unless canceled before the renewal date. You may cancel at any time from your account settings; cancellation takes effect at the end of the current billing period. If we change pricing, we will provide at least 30 days' notice before the change applies to your next renewal.

4. Tenant Data — you own it

As between you and Ratchly, you own all Tenant Data. You grant Ratchly a limited, non-exclusive, worldwide license to host, copy, transmit, display, and process Tenant Data solely to provide, secure, and improve the Service, and only as permitted by these Terms and our Privacy Policy. You can export your data at any time. On termination we will make Tenant Data available for export for at least 30 days before deletion, subject to legal retention obligations.

5. Your responsibilities

• Comply with all applicable laws and regulations.
• Obtain any consent required from your customers before sending them SMS or email through the Service, including compliance with the TCPA, CAN-SPAM, CASL, and equivalent laws in your jurisdiction.
• Ensure Tenant Data is accurate, lawful, and does not violate third-party rights.
• Manage access for your team, promptly revoke access for departed staff, and keep credentials confidential.

6. Acceptable use

You will not: (a) use the Service for anything illegal or infringing; (b) send spam, phishing, harassing, or unsolicited bulk communications; (c) attempt to breach security or access data not yours; (d) reverse engineer, decompile, or copy the Service except as expressly permitted by law; (e) resell or sublicense the Service; or (f) use the Service to build a competing product.

7. Our commitments

We will use commercially reasonable efforts to keep the Service available, maintain appropriate security safeguards, and notify affected Tenants without undue delay of any confirmed material security incident affecting their data. Occasional maintenance windows and third-party outages may affect availability.

8. Third-party services

The Service integrates with third parties such as Stripe (for payments), Twilio (for SMS), and Resend (for email). Your use of those services through Ratchly is also subject to their respective terms. We are not responsible for third-party services outside our reasonable control.

9. Intellectual property

Ratchly retains all right, title, and interest in the Service, including software, designs, trademarks, and documentation. If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use them without restriction.

10. Confidentiality

Each party will protect the other's non-public information disclosed under these Terms with the same care it uses for its own confidential information (no less than a reasonable standard) and only use it to perform under these Terms.

11. Disclaimers

Except as expressly stated in these Terms, the Service is provided "as is" and "as available". To the fullest extent permitted by law, Ratchly disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free.

12. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, or data. Each party's total aggregate liability arising out of or related to these Terms is limited to the fees paid or payable by the Tenant to Ratchly in the 12 months before the event giving rise to the claim. These limits do not apply to a party's indemnification obligations, breach of confidentiality, or liability that cannot be limited under applicable law.

13. Indemnification

You will defend and indemnify Ratchly against third-party claims arising from Tenant Data, your use of the Service in breach of these Terms, or your violation of applicable law (including SMS/email consent laws). Ratchly will defend and indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights. The indemnifying party's obligations are conditioned on prompt notice, reasonable cooperation, and sole control of defense and settlement (no settlement admitting fault or imposing non-monetary obligations without the other party's consent).

14. Term, suspension, and termination

These Terms remain in effect while you have an account. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. You may cancel your subscription at any time from account settings. We may suspend or limit access for non-payment, security concerns, or material breach, and will give reasonable notice where practicable. On termination, your right to use the Service ends and we will make Tenant Data available for export for at least 30 days before deletion.

15. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. The parties will first attempt to resolve disputes informally by contacting each other in good faith. If unresolved after 30 days, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware, subject to any mandatory local consumer protections that apply to you.

16. Changes to these Terms

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

17. Miscellaneous

These Terms, together with our Privacy Policy, are the entire agreement between the parties regarding the Service and supersede prior agreements. If any provision is found unenforceable, the remainder remains in effect. Failure to enforce a right is not a waiver. Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Neither party is liable for delays or failures caused by events beyond reasonable control (force majeure). Notices to Ratchly may be sent to support@ratchly.com; notices to you may be sent to the email on your account.