Terms and Conditions

Effective date: October 7, 2026

These Terms and Conditions (the "Terms") are an agreement between David Click, a sole proprietor in Littleton, Colorado ("Berm," "we," "us"), and the business that signs up for or uses Berm (the "Customer," "you"). They govern your use of the Berm software at app.bermfsm.com and the website at bermfsm.com (the "Service").

By creating an account, accepting these Terms in the Service, signing an order form, or using the Service, you agree to these Terms. The person accepting them confirms that they have authority to bind the Customer.

1. Business use only

The Service is for businesses in the United States, in any state. You confirm that you are acquiring it for business purposes, not for personal, family or household use. Consumer-protection laws that apply only to consumer purchases do not apply to this agreement, to the extent the law allows.

2. Accounts and users

2.1 Authorized users. You may invite your employees and contractors ("Users") up to the number of people your plan covers. Each User needs their own account. Accounts may not be shared.

2.2 Your responsibility. You are responsible for:

• your Users and everything done under your accounts;
• keeping sign-in details confidential;
• assigning roles appropriately;
• removing access promptly when someone leaves.

Tell us right away at support@bermfsm.com if you suspect unauthorized use.

2.3 Two-step sign-in. Two-step sign-in is currently available for administrator accounts, and each administrator sets it up for their own account. We strongly recommend that every administrator uses it.

3. Free trial, plans and payment

3.1 Free trial. Each new company gets a free trial of one month. No payment is needed to start it. To keep using the Service after the trial, choose a paid plan. If you have not chosen one by the end of the trial, we may pause your account. While it is paused you cannot use the Service, but we keep your data for 30 days after the trial ends, so that you can choose a plan or ask us for an export. If you do neither, we delete it as Section 4.3 describes. We may change or end the free-trial offer for new sign-ups at any time.

3.2 Plans and fees. You will pay the fees for the plan you choose, at the prices on our pricing page when you subscribe or renew, or as an order form signed with us says (an "Order"). Plans are billed monthly or yearly. A yearly plan costs less than twelve monthly payments, as the pricing page shows.

3.3 How to pay. You can pay by card, where we offer it, through our payment processor, Stripe. You can also pay by check or money order, payable to David Click and mailed to the address in Section 17.2. Card payments are due at the start of each billing period. Invoices paid by check or money order are due within 15 days of the invoice date.

3.4 Renewal and cancellation. Your subscription renews automatically for the same period, a month or a year, until it is cancelled. You can cancel at any time by emailing support@bermfsm.com from an administrator's address. Cancellation takes effect at the end of the period you have already paid for, and you keep access until then.

3.5 Late payment. If a payment is more than 15 days overdue, we may suspend the Service after giving you at least 10 days' written notice. Suspension does not delete your data, and you can still ask us for an export. If the payment is still outstanding 30 days after we suspend the Service, we may end your subscription. Those 30 days then count as the export period in Section 4.3.

3.6 What a pause or suspension stops. While your account is paused or suspended, your staff cannot use the Service, payment links you have sent to your clients stop working, and anything waiting to be sent to QuickBooks waits until the Service is restored. Payments your clients made before then are still recorded. When you pay, or the reason for the suspension is resolved, we restore the Service and everything that was waiting resumes.

3.7 Price changes. We will give you at least 30 days' notice of a price increase. It applies from your next renewal.

3.8 Taxes. Fees do not include taxes. You are responsible for sales, use and similar taxes on your purchase, other than taxes on Berm's income. Where the law requires us to collect tax, we will add it to your invoice.

3.9 Refunds. Fees are not refunded for part of a month or year. If you cancel a yearly plan partway through, it continues to the end of the paid year, and the remaining months are not refunded. The exception is when Berm is at fault: if we end your subscription without cause, if you end it because of our uncured breach (Section 15.2), if you cancel because you object to a new subprocessor (Section 5(e)), or as Sections 9 and 12.2 provide, we will refund the prepaid fees for the unused part of the period.

4. Data

4.1 Customer Data. "Customer Data" means information that you or your Users put into, or create in, your Berm workspace. It includes:

• information about your clients;
• photos, documents and signatures added to jobs;
• information about your staff as it appears in your workspace, such as employee profiles, roles, job assignments and notes;
• the history of changes to your records;
• records of what was sent to QuickBooks at your direction;
• records of card payments, refunds and disputes received through Berm.

As between us, you own Customer Data. You give Berm a limited right to host, copy, process and display Customer Data only to:

• provide, secure, back up and support the Service;
• carry out your instructions;
• comply with law.

4.2 Your responsibilities for Customer Data. You are responsible for:

• having the right to collect Customer Data and put it into the Service;
• giving your clients and staff any privacy notices the law requires, and obtaining any consents it requires, including any permission needed to photograph people or property;
• whether a signature captured in the Service is valid and enough for your purpose. Berm stores a signature as an image with the job. It does not verify who signed;
• the accuracy of Customer Data.

Do not enter the following into the Service, in text or in photos: Social Security numbers, full payment card numbers, bank account numbers, health information, or government ID numbers. The Service is not designed to protect them to the standard those laws require. Site access notes can be seen by your office staff and by the technicians assigned to the job. Store alarm and lockbox codes there only if you accept that.

4.3 Export and deletion.

• While you are subscribed or on a free trial, your administrators and office staff can export your Customer Data from the app at any time, as CSV or JSON files.
• When your subscription ends, or a free trial ends without a paid plan, you have 30 days to ask us for an export at support@bermfsm.com. We will provide it in a commonly used, machine-readable format.
• Deletion. We delete Customer Data within 7 days after those 30 days end, except where the law requires us to keep it. You can ask us to delete it sooner.
• Backups. Our encrypted backups are kept for up to 30 days, so copies in backups are gone within 30 days after the deletion.

4.4 No backup service. We keep backups to restore the Service after a failure, but the Service is not a backup service for you. You should keep your own copies of information that is important to your business, including by exporting regularly and keeping your accounting system of record up to date.

4.5 Aggregated information. We may use information about how the Service is used, such as feature usage and performance, in aggregated and de-identified form to operate and improve it. It must not identify you, your Users or your clients. We will not sell Customer Data. We will not use it to train artificial intelligence models, and we keep model training turned off in the AI tools we use (Privacy Policy, Sections 3 and 4).

4.6 Operational Data. Berm also processes information for its own purposes of running the Service and its business, as the Privacy Policy describes. This includes sign-in and security records, error reports, billing records and communications with us ("Operational Data"). Some information is both. A User's name and work email, for example, appear in your workspace and are also how we sign that User in. We handle each use under the rules for that use.

Operational Data can sometimes contain fragments of Customer Data, for example a support email that quotes part of a note. We use any such fragment only to operate and secure the Service. We protect it as Customer Data under Section 5, and delete it on the schedule in the Privacy Policy.

5. Data processing terms

This section applies to personal information within Customer Data. Berm acts as your service provider under the California Consumer Privacy Act, and as your processor under other state privacy laws that use that term.

The processing. Berm stores and processes that personal information to provide the Service as these Terms describe, on your behalf and at your direction. It covers the kinds of information listed in Section 4.1, such as your clients' and staff's names, contact details, service addresses, notes, photos, signatures and payment records. It lasts for your subscription, and then as Section 4.3 provides.

Berm will:

a. process that personal information only to provide the Service, as described in these Terms and in your documented instructions, and for no other purpose;

b. not sell or share it (as those terms are defined in the California Consumer Privacy Act). Berm will also not retain, use or disclose it outside our direct business relationship with you, and will not combine it with personal information from other sources, except as the law permits service providers to;

c. comply with the privacy laws that apply to Berm as a service provider or processor, provide the same level of privacy protection those laws require, and tell you if we can no longer meet our obligations under them;

d. make sure everyone at Berm who handles it is bound by a duty of confidentiality;

e. use only the subprocessors listed in Section 4 of the Privacy Policy, each handling it under its terms with us. We will notify you at least 30 days before adding a new one that handles personal information within Customer Data. You may object on reasonable grounds. If we cannot address your objection, you may cancel, and we will refund prepaid fees for the unused part of the period;

f. taking into account the nature of the processing, help you respond to requests from individuals exercising their privacy rights and to meet your own obligations, including on security, breach notification and data protection assessments;

g. at your choice, return that personal information to you or delete it when the Service ends, as described in Section 4.3;

h. give you the information reasonably needed to show that we comply with this Section. No more than once a year, and on reasonable notice, we will allow a reasonable assessment by you or an independent assessor, at your expense. We may meet this obligation by providing a report from an independent assessor, where one exists;

i. allow you to take reasonable steps to stop and remediate any use of that personal information that these Terms do not authorize.

You confirm that your instructions to Berm comply with applicable law.

6. Security and incidents

6.1 Safeguards. We will maintain administrative, technical and physical safeguards designed to protect Customer Data that are reasonable for the nature of the Service.

6.2 Security Incident. "Security Incident" means unauthorized access to, or unauthorized acquisition, disclosure, alteration or loss of, Customer Data while Berm or one of its subprocessors holds it. It includes cases where Berm reasonably believes that such access or acquisition has occurred.

6.3 Notice. We will notify you of a Security Incident without undue delay, and within 72 hours after we become aware of it. We will also meet any shorter period that applicable law requires.

Our first notice may be preliminary. We will not wait until we have confirmed every detail before telling you. We will then:

• tell you what we know, and update you as we learn more;
• take reasonable steps to contain the Security Incident and limit its effects;
• help you meet any obligations you have to notify your clients, your staff or regulators.

Nothing in this Section extends a deadline that the law sets. Our notice is not an admission of fault.

7. Acceptable use

You will not, and will not let anyone else:

• use the Service to break the law or infringe anyone's rights;
• try to get into another Customer's data, or into parts of the Service you are not authorized to use;
• probe, scan or test the Service's security without our written permission. Report security issues to support@bermfsm.com;
• overload the Service, or interfere with its operation;
• reverse-engineer, copy or resell the Service, except as the law allows despite this restriction;
• upload malicious code;
• use the Service to send unsolicited messages.

We may suspend access that breaks this Section, or that threatens the security or availability of the Service. Where reasonable, we will give notice first and suspend only what is necessary.

8. QuickBooks, Stripe and other third-party services

8.1 Connecting QuickBooks. If you connect QuickBooks Online, you authorize Berm to read from and write to your QuickBooks company as the Service describes. Your use of QuickBooks is governed by your own agreement with Intuit. Berm is not responsible for Intuit's services.

8.2 What Berm sends to QuickBooks. Berm can send the following to QuickBooks:

• your customers;
• invoices that do not include sales tax;
• invoices that include sales tax, where your QuickBooks company uses sales tax rates your company entered itself, it has an active rate with the same name and percentage as the invoice's rate, and the tax QuickBooks works out agrees with Berm's to within one cent;
• payments recorded against invoices already sent.

Revenue is posted through the QuickBooks item your administrator chooses.

Berm does not send voids or refunds to QuickBooks. When you void an invoice or record a refund in Berm, Berm lists it for you and you enter it in QuickBooks yourself, then mark it done in Berm. Berm does not change a document in QuickBooks that it has already sent.

Berm does not send invoices that include sales tax to a QuickBooks company that uses Automated Sales Tax, or that has sales tax turned off. Enter those invoices in QuickBooks by hand, as you should any invoice Berm refuses. Do not remove valid sales tax from an invoice in Berm to make it export. Where QuickBooks' tax on an invoice Berm sent differs from Berm's, Berm holds the invoice for review and shows both figures.

Sales tax export has been exercised end to end against an Intuit sandbox company, not yet against a live company file. The first export from a real company should be made by hand, with the invoice checked in QuickBooks afterwards, before automatic sync is relied on.

8.3 Not accounting or tax advice. Berm records the invoices, payments and sales-tax rates you enter. Your administrators set the sales-tax rates, and you are responsible for their accuracy. Berm does not provide accounting, tax or legal advice. Review what reaches your books. You are responsible for your tax filings and financial statements.

8.4 Card payments from your clients. Where we offer it, you can let your clients pay your invoices by card through Berm. It is optional.

• Your Stripe account. To accept card payments, you connect your company's own Stripe account and agree to Stripe's terms directly with Stripe. You are the merchant: payments go to your Stripe account, and Stripe pays them out to you. Berm is not a party to your agreement with Stripe, does not hold or move your money, and is not a payment processor.
• Fees. Stripe charges its processing fees to you, unless you pass them on as Section 8.5 describes. Berm charges no fee on these payments.
• Payment links. Your clients can pay all or part of an invoice through a payment link. Anyone who has a link can see your company's name, the invoice number and the amount due, so send each link only to the client it is for. Links expire, and you can cancel one at any time.
• Recording payments. Berm records a payment against the invoice when Stripe confirms it. Administrators can refund a Stripe payment from Berm or from Stripe; either returns money to the card. Refunds are not sent to QuickBooks; you enter them there yourself (Section 8.2).
• Your responsibilities. You are responsible for your dealings with your clients, including your refund policy, receipts, disputes and chargebacks, and for following Stripe's terms and the card networks' rules. Stripe is responsible to you for its own service under your agreement with it.

8.5 Passing the card fee on to your clients. Where we offer it, you choose whether you pay the card processing cost yourself or pass it on to your clients as a surcharge. If you turn it on, Berm adds the surcharge to what your client pays and shows it as a separate amount before they pay. Whether a surcharge is allowed, and how much, depends on where you and your client are and on the card networks' rules, and you are responsible for following them. In particular, you are responsible for:

• keeping within the legal limits where you and your client are, and the card networks' limits. Some states forbid surcharges, and others cap them or require particular notices;
• not surcharging debit or prepaid cards, which the card networks' rules forbid, as do some states' laws;
• any notice the card networks or Stripe require before you start;
• any disclosure your client must see before paying and on the receipt;
• refunding the surcharge when you refund the payment, where the rules require it.

Berm does not give legal advice about surcharges. If you are not sure they are allowed for you, leave this option off.

9. Availability and support

We will make commercially reasonable efforts to keep the Service available and to fix problems promptly. You can email support@bermfsm.com any day of the week. We aim to reply within one day; that is a goal, not a guarantee. We may carry out planned maintenance. Where practical, we will do it outside normal business hours and give advance notice. We do not promise any specific uptime unless an Order says so.

We may improve and change the Service. We will not make a change that materially reduces its core features during your paid term without telling you. If such a change harms you, you may cancel and receive a refund of prepaid fees for the rest of the term.

10. Confidentiality

Each party will keep the other's non-public business information confidential. It will use that information only to perform under these Terms, and protect it with at least reasonable care. This does not cover information that is public through no fault of the receiving party, information the receiving party already had or developed independently, or information it received lawfully from someone else. A party may disclose confidential information when the law requires it. Where allowed, it will give the other party notice first.

11. Intellectual property

Berm owns the Service and everything we create to provide it. These Terms give you a limited, non-exclusive, non-transferable right to use the Service during your subscription, for your internal business. If you send us suggestions, we may use them without obligation to you.

12. Warranties and disclaimers

12.1 Mutual. Each party confirms that it has the authority to enter into these Terms.

12.2 Berm. We warrant that the Service will perform materially as these Terms and our website describe it. If it does not, tell us, and we will use reasonable efforts to fix it. If we cannot fix it within a reasonable time, either party may end the affected subscription, and we will refund prepaid fees for the rest of the term. This is your only remedy for a breach of this warranty.

12.3 Disclaimer. Except as stated in Section 12, the Service is provided "as is" and "as available." To the extent the law allows, Berm disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that it will never lose data.

13. Limitation of liability

13.1 Cap. Except as Section 13.3 provides, each party's total liability arising out of or relating to these Terms, for all claims together, is limited to the greater of:

• the fees you paid to Berm in the 12 months before the event that gave rise to the claim; and
• $100.

13.2 No indirect damages. Except as Section 13.3 provides, neither party is liable for lost profits, lost revenue, lost business opportunities, loss of data, business interruption, or indirect, incidental, special, consequential or punitive damages, even if it was told they were possible.

13.3 Exceptions. Sections 13.1 and 13.2 do not limit:

• your obligation to pay fees;
• liability for fraud, gross negligence or willful misconduct;
• any liability that the law does not allow to be limited.

13.4 Why. These limits apply even if a remedy fails of its essential purpose. They reflect the price of the Service, and each party relies on them in agreeing to these Terms.

14. Indemnification

14.1 By Berm. We will defend you against any third-party claim that the Service, as we provide it, infringes that party's intellectual property rights. We will pay the damages and costs finally awarded against you, or agreed in a settlement we approve. This does not apply to claims arising from Customer Data, from third-party services, or from your changes to the Service or combination of it with other things.

14.2 By you. You will defend Berm against any third-party claim arising from:

• Customer Data, including a claim that you collected it or put it into the Service without the right to do so;
• a surcharge you chose to add to your clients' payments (Section 8.5);
• your breach of Section 7 (Acceptable use).

You will pay the damages and costs finally awarded against Berm, or agreed in a settlement you approve.

14.3 Process. The party seeking defense must promptly notify the other and give it control of the defense and settlement, as well as reasonable help at the defending party's expense. No settlement may impose an obligation on the defended party without its consent.

14.4 Limits. The obligations in this Section are subject to Section 13.

15. Term and termination

15.1 Term. These Terms last as long as you have a subscription, a free trial, or otherwise use the Service.

15.2 Termination for breach. Either party may terminate if the other materially breaches these Terms and does not cure the breach within 30 days of written notice.

15.3 Effect. When your subscription ends:

• your right to use the Service ends;
• Section 4.3 governs export and deletion of your data;
• any fees owed become payable.

If you terminate because of Berm's uncured breach, we will refund prepaid fees for the rest of the term. Sections 4, 5, 10, 11, 12.3, 13, 14, 16 and 17 continue after these Terms end.

16. Governing law and disputes

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules.

Before starting any formal proceeding, each party will try in good faith to resolve a dispute by written notice and discussion between people with authority to settle it, for at least 30 days. Either party may seek urgent relief from a court at any time to protect its confidential information or intellectual property.

The state courts in Jefferson County, Colorado, and the federal court for the District of Colorado, have exclusive jurisdiction, and each party consents to them.

17. General

17.1 Changes to these Terms. We may update these Terms. We will give account administrators at least 30 days' notice of material changes by email, and may ask an administrator to accept the new version when they next sign in. Changes apply from your next renewal, or from when an administrator accepts them if that is sooner, unless the law or a security need requires them sooner. If you do not agree to a change, you may choose not to renew.

17.2 Notices.

• We will send notices to the email address of your account administrator.
• You will send notices to support@bermfsm.com.
• Legal notices may also be mailed to David Click, 9157 W Cross Dr 05-204, Littleton, CO 80123.

17.3 Assignment. Neither party may assign these Terms without the other's consent, with two exceptions that need no consent:

• either party may assign them as part of a merger, acquisition, or sale of substantially all of its business;
• Berm may assign them to a company formed to carry on the Berm business, such as a corporation that David Click forms.

We will tell you by email if we assign these Terms.

17.4 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control. This does not apply to payment obligations. The events covered include failures of third-party hosting or internet providers that are not caused by the party's own negligence.

17.5 Order of precedence. If an Order conflicts with these Terms, the Order controls only for the matters it expressly addresses.

17.6 Entire agreement. These Terms, the Orders, and the Privacy Policy are the whole agreement between the parties and replace any earlier understanding. Terms in your purchase orders do not apply.

17.7 Other. If any provision is unenforceable, the rest still applies. A failure to enforce a provision is not a waiver. The parties are independent contractors. There are no third-party beneficiaries. Electronic acceptance and signatures are binding.

Contact: David Click, 9157 W Cross Dr 05-204, Littleton, CO 80123, support@bermfsm.com