Company Subscription Agreement

This Company Subscription Agreement ("Agreement") is between VisualSphere Solutions, LLC ("we") and the organization that subscribes ("Customer"). It incorporates the Terms of Use and any order form. If an order form conflicts with this Agreement, the order form wins.

1. Subscription and plans

Customer may use the Platform within the limits of its plan (seats, sites, profile views, monitored contractors, requirement profiles, RFQs and features), as shown on the pricing page and in the app. Plan limits are read from our configuration and may be updated with 30 days' notice; changes won't reduce a paid plan's limits during the current term.

AV plans cover AV trades only. Upgrading from an AV plan to an all-trades plan happens in place on the same account.

2. Trials

Customer may use the free plan without charge and without a time limit, within its limits. Paid plans start with a 14-day trial unless an order form says otherwise. Starter trials don't require a card. If no paid plan is chosen by the end of the trial, the account moves to the free plan and its data is kept.

A Project Pass is a one-time purchase that gives the limits shown at purchase for the stated number of days. It does not renew. When it ends, the account moves to the free plan. If Customer starts a subscription while a pass is running, the first subscription charge is deferred until the pass ends.

3. Fees and billing

• Fees are billed in advance, monthly or annually. Annual billing is priced at 10 months.
• Upgrades take effect immediately and are prorated. Downgrades take effect at the end of the current period.
• Extra seats are billed per seat per period.
• Fees exclude taxes; we calculate tax based on Customer's billing address.
• Failed payments: we retry three times over ten days. If all retries fail, the account becomes read-only until payment is made. Data is not deleted.
• Customer may cancel in the app; cancellation takes effect at the end of the paid period, after which the account moves to the free plan. Fees are non-refundable except where required by law or stated in an order form.
• Enterprise pricing is set in the order form and may include on-site audit credits, which expire at the end of each annual term unless stated otherwise.

4. Customer responsibilities

Customer is responsible for its users, for keeping credentials secure, and for its own hiring, contracting and site-safety decisions. Fit Status reflects Customer's own Requirement Profiles; Customer is responsible for the rules it sets and the waivers it grants.

5. Use of contractor data

Customer may use contractor information only to evaluate, hire, manage and monitor contractors for its own business. Customer may not resell or republish it, build a competing database, or use it to make decisions about individuals that require a consumer report under the FCRA. Document downloads are logged and visible to the contractor.

6. Reviews and incidents

Reviews must follow the Review & content policy. Incidents Customer logs are private to Customer unless Customer submits one for verification and an analyst confirms it, in which case a summary may affect the contractor's Safety sub-score platform-wide.

7. Customer data and confidentiality

Customer's private notes, scorecards, shortlists, requirement profiles and incidents are Customer's confidential information and are not visible to other customers. Each party will protect the other's confidential information with reasonable care. Enterprise customers may sign our Data Processing Addendum.

8. Service levels and support

We target 99.9% monthly availability. Support channels depend on plan: email (Starter), priority chat (Professional), dedicated manager and SLA (Enterprise, per order form).

9. Warranties and disclaimers

We will provide the Platform with reasonable skill and care and in line with our published methodology. Verification is as of a date; we don't guarantee contractor performance or that third-party sources are error-free. Other warranties are disclaimed as set out in the Terms of Use.

10. Liability

Each party's total liability under this Agreement is limited to the fees paid or payable by Customer in the 12 months before the claim. Neither party is liable for indirect or consequential damages. These limits don't apply to Customer's payment obligations or either party's breach of confidentiality or misuse of the other's data.

11. Term and termination

This Agreement runs for the subscription term and renews automatically for the same period unless cancelled. Either party may terminate for material breach not cured within 30 days of notice. On termination, Customer may export its data for 30 days.