Version 2.2 · August 21, 2026
This Master Subscription Agreement (the “Agreement”) is entered into between Quenchifying LLC, an Oregon limited liability company, with its principal place of business at 82595 Green Valley Street, Creswell, Oregon 97426, doing business as IronDispatch (“IronDispatch” or “Quenchifying”), and the entity identified as Customer in an Order Form (“Customer”). This Agreement becomes effective on the effective date of the first Order Form signed by both parties (“Effective Date”).
IronDispatch and Customer may each be a “Party” and together the “Parties.”
1.1 Orders. Customer may purchase access to the Service through one or more Order Forms. Each Order Form is governed by this Agreement.
1.2 Policies and schedules. The Data Processing Addendum (“DPA”), Acceptable Use Policy (“AUP”), Service Level and Support Schedule (“SLA”), and any mutually signed addendum referenced by an Order Form form part of this Agreement.
1.3 Order of precedence. If documents conflict, the following order controls: (a) the applicable Order Form; (b) the DPA for Processing of Personal Data; (c) the SLA for service levels; (d) this MSA; and (e) the AUP. A purchase order does not amend this Agreement, even if IronDispatch accepts or references it.
3.1 Access right. During the applicable subscription term and subject to this Agreement, IronDispatch grants Customer a limited, non-exclusive, non-transferable right to permit its Authorized Users to access and use the purchased Service for Customer’s internal business operations.
3.2 Company subscription and users. Unless an Order Form states otherwise, the subscription is priced for the subscribing company rather than per user. Customer may add Authorized Users without a per-seat charge. Plan limits relating to rental units, yards, entities, modules, or other scope are stated in the Order Form.
3.3 Affiliates and separate entities. Customer may not use one company subscription for an unaffiliated entity or an Affiliate not included in the Order Form. Multi-yard or multi-entity rights apply only where the purchased plan expressly includes them.
3.4 Accounts. Customer is responsible for deciding who receives access, assigning appropriate roles, promptly disabling departed or unauthorized users, protecting credentials, and reviewing administrator activity. Customer must notify IronDispatch promptly of suspected account compromise.
3.5 Customer administration. Customer administrators control Customer configuration, users, permissions, operational settings, location-tracking settings, client portals, rate and tax settings, integrations, and business workflows. IronDispatch is not responsible for Customer’s internal approvals or permission choices except to the extent caused by a defect in the Service.
3.6 Acceptable use. Customer and its Authorized Users must comply with the AUP. Customer is responsible for Authorized Users’ compliance with this Agreement.
4.1 Modules and functionality. The Service may support dispatch, equipment rentals, fuel operations, service and maintenance, work orders, inspections, time records, employee qualifications, photographs, customer requests and portals, quotes, reservations, contracts, billing documents, reports, QuickBooks synchronization, maps, notifications, and optional AI-assisted features. Customer receives only the modules and service levels stated in its Order Form.
4.2 Offline and synchronization behavior. Some field functions may capture information while a device lacks connectivity and synchronize later. Customer acknowledges that offline records, messages, map information, availability, and status may be delayed, incomplete, duplicated, or conflict until synchronization is complete. Customer must establish appropriate operational procedures for work performed without connectivity.
4.3 Evolving Service and good-faith remediation. Customer acknowledges that IronDispatch is an evolving software service that will be updated, refined, and changed over time. Like all software, the Service may contain defects, interruptions, incomplete behavior, compatibility issues, or results that do not meet every Customer expectation. Customer is not entering this Agreement on the understanding that the Service is perfect, error-free, or permanently fixed in its present form.
Quenchifying will act in good faith when a Customer reports a suspected software issue. Quenchifying will use commercially reasonable efforts to acknowledge and investigate the report, determine its severity and scope, communicate material available information, provide a reasonable workaround or mitigation where practicable, and correct verified material defects according to their severity, impact, security implications, and available resources. Quenchifying does not promise that every issue can be corrected immediately, that every requested change will be made, or that a particular correction will be completed by a specific date unless that commitment is stated in an Order Form, SOW, or SLA.
Customer will cooperate by providing timely and accurate information reasonably needed to reproduce and diagnose an issue, testing a proposed correction where appropriate, and using available mitigations that do not materially impair Customer’s operations. The Parties will work reasonably and in good faith to reduce disruption and resolve disagreements concerning a reported issue.
This Section does not excuse Quenchifying from its express confidentiality, data-protection, security, service-level, professional-services, or remediation obligations; permit undisclosed material reductions in purchased functionality; or limit liability that cannot lawfully be limited. A known beta, preview, pilot, or early-access feature must be identified as such and may be governed by additional written terms.
4.4 Changes to the Service. IronDispatch may improve and modify the Service. IronDispatch will not materially reduce the core functionality of a paid module during its then-current paid term without reasonable notice, except where necessary for security, law, third-party platform requirements, or prevention of harm.
4.5 Third-party services. Optional integrations and embedded services may include accounting, email, mapping, hosting, database/storage, payment, telematics, or other providers. Customer’s use of a third-party service may be governed by that provider’s terms. IronDispatch does not control third-party services and is not responsible for their independent acts, availability, or changes, but remains responsible for its own obligations under this Agreement and DPA.
4.6 Mobile platforms. Mobile availability may depend on app stores, operating systems, device permissions, and supported devices. Customer is responsible for compatible devices, connectivity, mobile service, and lawful device-management practices.
4.7 Consistency of external disclosures. Quenchifying will use commercially reasonable processes to keep this Agreement, the public Terms of Service and Privacy Policy, in-app notices and permissions, Google Play disclosures, Apple App Store disclosures, and Documentation materially consistent with the Service’s actual data practices and subscription behavior. If an inconsistency is identified, Quenchifying will investigate and correct the applicable behavior or disclosure. Store disclosures do not expand Customer’s negotiated rights beyond this Agreement, but they may not materially contradict it.
4.8 Data migration and implementation. Unless an Order Form or Statement of Work states otherwise, Customer is responsible for preparing, cleaning, classifying, and validating data it imports. Quenchifying will not represent a migration as complete until agreed validation checks are performed. Each migration or implementation Statement of Work must identify source systems, included records, mappings, exclusions, reconciliation method, error handling, acceptance criteria, and responsibility for historical records. Customer will review the completed migration and either accept it in writing or deliver a reasonably detailed written list of material discrepancies within fifteen (15) business days after Quenchifying notifies Customer that the agreed validation checks are complete. If Customer has not responded by the end of that period, Quenchifying will send a written reminder identifying the deadline; if Customer still has not responded within five (5) business days after the reminder, the migration is deemed accepted. Following formal or deemed acceptance, any requested database cleanup, re-mapping, re-import, deduplication, record reclassification, or historical-record correction is billable professional services under a signed SOW at Quenchifying’s then-current rates.
Customer’s acceptance does not waive latent data-integrity defects that could not reasonably have been discovered during acceptance testing, and corrective work required because of such a defect or because of Quenchifying’s breach is not billable to Customer.
4.9 Integration integrity. The Service may exchange information with Customer-selected third-party systems. Quenchifying will use commercially reasonable measures to prevent duplicate transmissions and preserve identifiers where supported. Customer must review integration mappings and reconciliation results. On a reported material mismatch, the Parties will preserve relevant logs, identify the authoritative system, stop unsafe retransmission where practicable, and cooperate to correct affected records. No third-party system becomes authoritative merely because it is connected to IronDispatch.
5.1 Accuracy of inputs. Customer is responsible for the completeness, legality, and accuracy of Customer Data and configuration, including customer identities, equipment records, quantities, dates, rates, taxes, discounts, contract terms, fuel measurements, payroll classifications, user roles, and integration mappings.
5.2 Human review. Customer must review and approve business records before relying on or sending them, including quotes, contracts, reservations, invoices, statements, timecards, inspection records, delivery tickets, customer notices, accounting transfers, and AI-assisted drafts.
5.3 No professional advice. The Service is an operational recordkeeping and workflow tool. It does not provide legal, tax, accounting, payroll, employment, engineering, environmental, transportation, safety, or regulatory advice. Customer is responsible for obtaining qualified advice and complying with laws applicable to its operations.
5.4 Safety-critical decisions. The Service is not a safety controller, emergency service, vehicle-control system, equipment-control system, or substitute for trained personnel. Driving, routing, equipment operation, site access, fuel handling, repair, inspection, and safety decisions remain Customer’s and its personnel’s responsibility. Section 7.7 states additional limits that apply to AI-assisted suggestions affecting these decisions.
5.5 Availability and reservations. Equipment-availability and reservation information depends on data entered by Customer and may not reflect damage, delay, weather, field conditions, unreported moves, substitutions, maintenance, or other real-world events. Customer must verify capacity before making a binding commitment.
5.6 Billing and financial records. Calculations, rate selection, rental-day counts, taxes, discounts, installments, credits, and invoice data depend on Customer’s configuration and records. Customer is responsible for reviewing financial output and maintaining its authoritative accounting records. Unless expressly stated in an Order Form, IronDispatch does not receive or transmit Customer’s clients’ payments and does not take a percentage of amounts Customer invoices.
5.7 Fuel measurements. Gauge photographs, entered quantities, tank levels, meter readings, estimates, reconciliation, and custody records may be affected by equipment accuracy, calibration, temperature, human entry, connectivity, or third-party data. The Service does not certify legal-for-trade measurement or regulatory compliance.
5.8 Employment and workforce records. Customer is the employer or engaging entity and remains responsible for wage-and-hour rules, breaks, overtime, payroll approval, worker classification, monitoring notices, collective-bargaining obligations, and record retention. The Service does not determine wages legally owed.
5.9 Correction of consequential errors. If either Party identifies a material error in a quote, contract, reservation, invoice, time record, integration transfer, location record, automated calculation, or AI-assisted output, it will notify the other Party promptly and take reasonable steps to prevent further reliance. The Parties will preserve relevant audit information, identify affected records, and cooperate on correction. Quenchifying does not alter a finalized Customer business record silently; a correction must be attributable, timestamped, and retain the prior value where the Service supports an audit history.
6.1 Customer direction. Where Customer enables location tracking, IronDispatch Processes location data on Customer’s documented direction to provide enabled functions such as dispatch proximity, route history, site verification, or on-the-clock operations.
6.2 Customer obligations. Before enabling tracking, Customer must determine that its use is lawful and appropriate; provide all notices and disclosures; obtain any legally required consent or agreement; establish a written workforce policy; configure roles and retention; and respond to worker questions, complaints, or rights requests.
6.3 Limited use. Customer may not use the Service to secretly track a person, track anyone outside the disclosed work purpose or permitted period, stalk or harass, discriminate unlawfully, or monitor a person where prohibited by law.
6.4 Device permissions and visibility. Mobile operating-system permissions and notifications may affect collection and user-visible indicators. Customer must train users on permission behavior and provide an effective way to stop tracking. The Parties must ensure product behavior, workforce notices, the privacy policy, and app-store disclosures remain consistent.
6.5 No employment-law allocation to IronDispatch. IronDispatch’s provision of configurable tracking does not make IronDispatch the employer or determine the legality of Customer’s monitoring program. IronDispatch remains responsible for Processing location data in accordance with the DPA and its documented security commitments.
7.1 Optional assistance. Purchased plans may include AI-assisted features such as natural-language retrieval, summaries, draft dispatches, draft field records, maintenance suggestions, or document-assisted answers (“AI Features”).
7.2 Human confirmation. AI output may be inaccurate, incomplete, outdated, or unsuitable. Customer must independently review output before saving, sending, diagnosing, dispatching, repairing, billing, or taking action. AI output is not a professional or safety determination.
7.3 Customer restrictions. Customer may not intentionally submit secrets or specially regulated data not necessary for the supported use; use AI Features for unlawful discrimination, employee discipline without human review, or automated high-impact decisions; or represent AI output as independently verified by IronDispatch.
7.4 Data use. IronDispatch will Process Customer Data submitted to AI Features only to provide and secure the Service, as described in the DPA and applicable documentation. IronDispatch’s AI model provider does not use Customer Data to train its foundation models. Prompts, retrieved record excerpts, and outputs are retained only as long as needed to provide and secure the Service, consistent with the DPA and the provider’s then-current configured settings.
7.5 No autonomous authority. Unless an Order Form expressly states otherwise, AI Features propose or draft; they do not independently create binding customer commitments, transmit final invoices, dispatch personnel, alter payroll, delete records, or execute other consequential actions without an Authorized User’s confirmation.
7.6 Traceability and correction. Where reasonably practicable for a consequential AI-assisted action, the Service will retain the initiating user, time, proposed action, confirmation, and resulting record. Customer may report suspected incorrect output through support. Quenchifying may use the minimum relevant Customer Data to investigate, correct the Service, and prevent recurrence under the support-access controls below.
7.7 No regulatory, environmental, or hazardous-materials determinations. AI Features are not designed, trained, tested, validated, or authorized to make or advise on regulatory, environmental, hazardous-materials, transportation-compliance, or occupational-safety determinations. Without limiting Section 7.2, AI Features do not determine or verify:
Any route, dispatch, sequencing, load, or handling suggestion produced by an AI Feature is a non-binding operational draft. Customer and its qualified personnel are solely responsible for confirming, before acting, that a proposed action complies with all law applicable to Customer’s operations, and Customer is responsible for the operational judgment its personnel exercise in accepting, modifying, or rejecting an AI-generated suggestion. Customer’s indemnity in Section 15.3 extends to third-party claims arising from Customer’s reliance on an AI-generated suggestion without the review required by Sections 5.2 and 7.2.
This Section allocates responsibility for Customer’s operational and regulatory decisions. It does not limit Quenchifying’s express confidentiality, data-protection, security, or service-level obligations, does not apply to the extent a claim is caused by Quenchifying’s own breach of this Agreement, and does not limit any liability that cannot lawfully be limited.
8.1 Ownership. As between the Parties, Customer retains all right, title, and interest in Customer Data. IronDispatch retains all right, title, and interest in the Service, Documentation, Usage Data, and its technology.
8.2 License to operate. Customer grants IronDispatch and its subprocessors a limited right to host, copy, transmit, display, and otherwise Process Customer Data only as necessary to provide, secure, support, and improve the Service; comply with Customer’s documented instructions; and satisfy law.
8.3 Lawful basis and notices. Customer represents that it has the rights and lawful basis needed to provide Customer Data to IronDispatch and direct its Processing, including employee, contractor, client, driver, location, photo, and business-record data.
8.4 Exports. IronDispatch will provide standard in-product exports available under Customer’s plan. Customer is responsible for exporting and preserving records needed for legal, tax, safety, payroll, or business purposes.
8.5 De-identified information. IronDispatch may create and use aggregated or de-identified information to operate, secure, analyze, and improve the Service, provided it does not identify Customer, an Authorized User, or Customer’s clients and IronDispatch does not attempt to re-identify it.
8.6 Feedback. Customer may provide feedback. IronDispatch may use feedback without restriction or obligation, provided it does not disclose Customer Confidential Information.
8.7 Support and administrative access. Customer authorizes Quenchifying’s specifically authorized personnel to access the minimum Customer Data reasonably necessary to respond to a Customer support request, maintain or restore the Service, investigate a security or data-integrity issue, correct an error, or comply with binding legal process. Such access must be limited by role and need to know, performed by personnel bound by confidentiality, logged where reasonably practicable, and ended when the purpose is complete. This authorization does not permit casual browsing, unrelated product research using identifiable Customer Data, or disclosure to personnel without a legitimate operational need. Emergency or “break-glass” access must be limited to preventing or mitigating material harm and reviewed afterward.
9.1 DPA. The DPA governs Processing of Personal Data on Customer’s behalf.
9.2 Security program. IronDispatch will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of Customer Data and risks, as described in the DPA.
9.3 Security incidents. IronDispatch will notify Customer of a confirmed Security Incident affecting Customer Data as described in the DPA. Unsuccessful attempts, scans, and events that do not compromise Customer Data are not Security Incidents.
9.4 Customer security. Customer is responsible for credential security, role assignment, user devices, networks, integrations Customer controls, exports after download, and promptly reporting suspected compromise.
9.5 Incident cooperation. Following a confirmed Security Incident affecting Customer Data, Quenchifying will take reasonable steps to contain, investigate, remediate, preserve relevant evidence, and provide Customer with information reasonably needed for Customer’s legally required notices and risk assessment. The Parties will coordinate external communications where practicable without delaying a legally required notice. Quenchifying will not require Customer to waive claims as a condition of receiving incident information required under the DPA.
10.1 Fees. Customer will pay the fees in each Order Form. Subscription pricing is not based on a percentage of what Customer invoices its clients.
10.2 Billing term. IronDispatch currently offers monthly and annual subscriptions as stated in the Order Form. Annual list pricing may reflect the published annual discount. Negotiated, beta, founding-customer, free-period, and price-lock terms apply only if written in the Order Form. Before signature, the Order Form must display the current price, billing frequency, discount amount and end date, post-discount price, renewal term, and any permitted renewal price adjustment.
10.3 Invoicing and payment. IronDispatch will invoice Customer as stated in the Order Form. Undisputed amounts are due within thirty (30) days after the invoice date. Customer must raise a good-faith billing dispute within twenty (20) days of the invoice date and must timely pay all undisputed amounts. Interest under Section 10.4 does not accrue on an amount disputed in good faith within that period while the dispute remains under review.
10.4 Late payment. Overdue undisputed amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, plus reasonable collection costs, after a ten (10)-day grace period.
10.5 Taxes. Fees exclude applicable sales, use, excise, value-added, and similar transaction taxes, which Customer will pay except taxes based on IronDispatch’s net income. Customer must provide valid exemption documentation before invoicing where applicable.
10.6 Plan scope and soft limits. If Customer exceeds a stated unit or yard limit, IronDispatch will not intentionally block operational writes or hide Customer Data solely because of that excess during the current term. The Parties will address the appropriate plan at renewal unless an Order Form states otherwise. This does not excuse nonpayment, unlawful use, security abuse, or use by entities outside the contracted Customer.
10.7 No in-app client payments. Unless separately agreed, IronDispatch-generated invoices and statements are business documents; Customer collects payment through its own channels.
10.8 Price changes. Quenchifying will not change the signed subscription price during the then-current paid term unless the Order Form expressly permits the change or Customer signs an amendment. A renewal price change requires at least sixty (60) days’ advance written notice and will not override an express price lock. Customer may cancel before renewal if it does not accept the renewal price.
11.1 Agreement term. This Agreement begins on the Effective Date and continues while any Order Form remains in effect.
11.2 Subscription renewal. Unless the Order Form states otherwise, a monthly subscription renews monthly and an annual subscription renews annually until canceled. The Order Form and pre-renewal notice will clearly identify renewal timing, renewal price or calculation method, and the available cancellation method. IronDispatch will provide legally required renewal or price-change notices.
11.3 Customer cancellation. Customer may cancel through available account settings or by contacting IronDispatch. Cancellation stops future automatic renewal and takes effect at the end of the then-current paid billing period. There is no cancellation fee. Except for billing error, duplicate charge, charge after effective cancellation, as required by law, as expressly stated in an Order Form, or as expressly provided elsewhere in this Agreement or the SLA, prepaid fees are nonrefundable and not prorated.
11.4 Termination for cause. Either Party may terminate an Order Form or this Agreement for a material breach not cured within 30 days after written notice, or 10 days for nonpayment, unless the breach cannot reasonably be cured. Either Party may terminate immediately if the other becomes insolvent or ceases business, subject to applicable law.
11.5 Suspension. IronDispatch may suspend affected access to prevent a credible security threat, unlawful activity, material harm, or continued use after overdue-payment notice. Where practicable, IronDispatch will provide notice, limit suspension to the affected scope, and work to restore access after the cause is resolved. Safety-related field access and data export should not be disabled more broadly than reasonably necessary.
11.6 Effect. On expiration or termination, access ends at the conclusion of the applicable paid period unless earlier termination for cause applies. Accrued payment obligations and provisions intended to survive remain effective.
11.7 Post-termination access and deletion. Customer Data will remain available for standard export for 18 months after the paid subscription ends, unless Customer requests earlier deletion, a security risk requires restricted access, or law requires preservation. After that 18-month period, Quenchifying will delete or irreversibly de-identify Customer Data from active systems within 90 days, except for information that law requires Quenchifying to retain or that the Parties expressly agree in writing to preserve. Protected backup copies will expire through Quenchifying’s documented backup-retention cycle and will not be restored for ordinary business use. If a backup is restored for disaster recovery, expired Customer Data will be re-applied to the deletion queue. Quenchifying will document the subscription-end date, export deadline, active-system deletion status, and backup-expiration policy.
11.8 Legal hold. Quenchifying may suspend deletion of specifically identified information to comply with a valid preservation duty, litigation hold, subpoena, warrant, court order, or other binding legal requirement. A legal hold does not authorize unrelated use and will be lifted when the preservation duty ends. Where legally permitted, Quenchifying will notify Customer that the affected information is being preserved.
12.1 Confidential Information. Confidential Information means nonpublic information disclosed by one Party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood as confidential, including Customer Data, security information, product plans, pricing, and business information.
12.2 Protection and use. Recipient will use Confidential Information only to perform or exercise rights under this Agreement, protect it with at least reasonable care, and disclose it only to personnel, advisers, and subcontractors who need access and are bound by confidentiality obligations.
12.3 Exclusions. Confidential Information does not include information Recipient can document: is public without breach; was lawfully known without restriction; is received lawfully from a third party; or is independently developed without use of Discloser’s Confidential Information.
12.4 Required disclosure. Recipient may disclose information when legally required after giving advance notice where permitted and reasonable assistance at Discloser’s expense.
12.5 Equitable relief. Unauthorized disclosure may cause irreparable harm for which monetary damages are inadequate; a Party may seek appropriate equitable relief.
12.6 Government and law-enforcement requests. Quenchifying may preserve and disclose Customer Data when required by a valid subpoena, warrant, court order, or other binding legal process. Quenchifying will review the demand for legal sufficiency, disclose only information legally required and within its control, and, when legally permitted, give Customer advance notice and a reasonable opportunity to seek protection. Quenchifying may direct the requesting authority to Customer when Customer can appropriately respond. Quenchifying may challenge or seek clarification of a facially invalid, materially overbroad, or unduly burdensome demand, but is not required to risk contempt, penalty, or unlawful noncompliance. Emergency voluntary disclosure, if legally permitted, must be limited to information Quenchifying reasonably believes necessary to prevent imminent death or serious physical harm and must be documented.
13.1 IronDispatch property. IronDispatch and its licensors own the Service, Documentation, software, interfaces, designs, know-how, and improvements. No rights are granted except those expressly stated.
13.2 Restrictions. Customer may not copy or create derivative works of the Service; reverse engineer except to the limited extent a restriction is prohibited by law; sell, sublicense, rent, or provide the Service as a service bureau; bypass access or plan controls; remove proprietary notices; or use the Service to build or benchmark a competing product without written permission.
13.3 Customer property. Customer owns its names, marks, Customer Data, and business materials. IronDispatch may not publicly identify Customer or use Customer’s marks without written permission, except Customer may separately approve a case study or customer-list reference.
14.1 Mutual authority. Each Party warrants it has authority to enter into this Agreement.
14.2 Service warranty. IronDispatch warrants the paid Service will perform materially in accordance with applicable Documentation under normal authorized use. Customer’s exclusive remedy is for IronDispatch to use commercially reasonable efforts to correct a reproducible nonconformity; if IronDispatch cannot do so within a reasonable period, Customer may terminate the affected Service and receive a prorated refund of prepaid fees for the unused period.
14.3 Exclusions. The warranty does not apply to misuse, unauthorized changes, unsupported devices or environments, Customer Data or configuration, third-party services, internet failures, or free/beta features.
Third-party platform and API dependencies. Without limiting the foregoing, IronDispatch does not warrant against, and is not responsible for, degradation, delay, interruption, reduced functionality, inaccuracy, or loss of a feature caused by a third-party provider’s rate limiting, quota enforcement, throttling, capacity restriction, suspension, authentication or credential change, pricing or licensing change, breaking interface change, deprecation, or discontinuation. This applies to mapping and geospatial, telematics and GPS, accounting, transactional email, hosting, database and storage, payment, error-monitoring, and AI model services, and to mobile operating systems and app stores.
Mitigation and remedy. Where a third-party dependency is rate-limited, materially changed, or deprecated in a way that has a material and sustained effect on a purchased module, IronDispatch will use commercially reasonable efforts to notify Customer, describe the effect and expected duration, and pursue a replacement, workaround, or documented degraded-mode behavior. If a material function of a purchased module becomes permanently unavailable for this reason and IronDispatch does not make a substantially equivalent capability available within a reasonable period, Customer may terminate the affected Service on written notice and receive a prorated refund of prepaid unused fees for that module. This is Customer’s exclusive remedy under this Section 14 for a third-party dependency change. It does not limit Quenchifying’s obligations under Section 4.4, does not limit any remedy available to Customer under the SLA, and does not apply to the extent the dependency change or its effect is caused by Quenchifying’s own act or omission, including Quenchifying’s failure to renew, pay for, correctly configure, or timely migrate a third-party dependency within its control.
Where an Order Form prices a bundled subscription without a per-module allocation, the prorated refund under this paragraph will be calculated on a reasonable allocation of the subscription fee to the affected functionality, determined in good faith by the Parties.
14.4 Disclaimer. Except for express warranties in this Agreement and to the maximum extent permitted by law, the Service and beta features are provided “as is” and “as available.” IronDispatch disclaims implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement. IronDispatch does not warrant uninterrupted or error-free operation, that all calculations or AI output will be accurate, or that the Service will satisfy Customer’s legal or regulatory obligations.
15.1 IronDispatch IP indemnity. IronDispatch will defend Customer against a third-party claim that the paid Service, when used as authorized, directly infringes a United States patent, copyright, or trademark, and will pay finally awarded damages or approved settlement amounts. IronDispatch may modify or replace the affected Service, obtain continued rights, or terminate the affected Service and refund prepaid unused fees.
15.2 IP exclusions. IronDispatch has no obligation for claims arising from Customer Data, Customer instructions, unauthorized modifications or combinations, continued use after notice and a noninfringing alternative, or use outside this Agreement.
15.3 Customer indemnity. Customer will defend IronDispatch against third-party claims arising from Customer Data; Customer’s unlawful use; Customer’s contracts, invoices, operations, employment practices, monitoring/location program, or safety decisions; or Customer’s breach of Sections 3, 5, 6, 7, or the AUP, and will pay finally awarded damages or approved settlements, except to the extent caused by IronDispatch’s breach.
15.4 Process. The indemnified Party must promptly notify the indemnifying Party, provide reasonable cooperation at the indemnifying Party’s expense, and allow control of defense and settlement. No settlement may admit fault by or impose nonmonetary obligations on the indemnified Party without consent.
16.1 Excluded damages. To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenues, goodwill, or business interruption, even if advised of the possibility of such damages.
This Section 16.1 does not limit (a) amounts a Party is required to pay to a third party under an indemnified claim in Section 15, including damages, settlements, and defense costs of the type described above; (b) Customer’s payment obligations; or (c) liability described in Section 16.3(d).
16.2 General cap. Except for Excluded Claims, each Party’s aggregate liability arising out of or relating to this Agreement will not exceed the total fees paid or payable by Customer under the affected Order Forms during the twelve (12) months preceding the event giving rise to liability.
16.3 Excluded Claims / Super-Cap. The following claims are not subject to the general cap in Section 16.2:
(a) Customer’s payment obligations under this Agreement;
(b) a Party’s infringement or misappropriation of the other Party’s intellectual property;
(c) a Party’s breach of its confidentiality, data-protection, or security obligations, or its indemnification obligations under Section 15, which are instead subject to a super-cap equal to the lesser of:
(i) two times (2×) the fees paid or payable by Customer under the affected Order Forms during the twelve (12) months preceding the event giving rise to liability, or
(ii) the applicable limit of liability under IronDispatch’s then-current cyber-liability / errors-and-omissions insurance policy that responds to the claim (currently Five Hundred Thousand Dollars ($500,000)); and
(d) fraud, willful misconduct, and any liability that cannot lawfully be limited.
The limitations in this Section 16 apply regardless of the form of action or the theory of liability, and form an essential basis of the bargain between the Parties.
16.4 Allocation. The limitations are an essential allocation of risk and apply regardless of legal theory, subject to applicable law.
During the term, each Party will maintain insurance customary and reasonably appropriate for its business and obligations.
IronDispatch coverage. IronDispatch will maintain, at its own expense, at least the following coverage with insurers rated A- or better:
| Coverage | Minimum limit |
|---|---|
| Technology errors and omissions / professional liability | $1,000,000 per claim and aggregate |
| Cyber liability, including privacy and network security | $500,000 per claim and aggregate |
| Commercial general liability | $1,000,000 per occurrence / $2,000,000 aggregate |
| Workers’ compensation | Statutory limits, where required by applicable law |
Customer coverage. Customer will maintain, at its own expense, workers’ compensation at statutory limits, commercial general liability, commercial automobile liability covering owned, hired, and non-owned vehicles, and, where applicable to its operations, environmental or pollution liability, each in amounts customary for its industry and operations.
Evidence. On written request, each Party will provide a certificate of insurance evidencing the coverage required of it. Maintaining insurance does not limit either Party’s obligations or liability under this Agreement.
18.1 Statements of Work. Setup, configuration, data migration, custom reports, integrations, training, custom development, and other professional services beyond the standard subscription require a written Statement of Work (“SOW”) signed by both Parties. Each SOW must identify scope, deliverables, assumptions, exclusions, milestones, Customer dependencies, fees, expenses, acceptance criteria, support, and change-control procedure.
18.2 Changes. A request outside an agreed SOW does not become binding until the Parties sign a change order describing the effect on scope, fees, schedule, security, and acceptance. Informal discussions, demonstrations, tickets, or emails do not expand scope unless an authorized representative expressly approves a change order.
18.3 Customer cooperation and delay. Customer will timely provide lawful access, knowledgeable personnel, decisions, test data, source-system information, and approvals identified in the SOW. Milestones will be equitably adjusted for Customer delay, inaccurate dependencies, third-party delay outside Quenchifying’s reasonable control, or an approved change.
18.4 Acceptance. Customer will test each deliverable against the written acceptance criteria within ten (10) business days after delivery and either accept it or provide a reasonably detailed list of material nonconformities. Quenchifying will use commercially reasonable efforts to correct verified nonconformities and resubmit. A deliverable is accepted when Customer signs acceptance, uses it in production other than for agreed testing, or fails to respond within the review period after written reminder. Acceptance does not waive latent security or data-integrity defects that could not reasonably have been discovered during testing.
18.5 Ownership. Customer retains Customer Data, Customer marks, and materials it supplies. Quenchifying retains the Service, platform code, connectors, reusable code, templates, tools, techniques, improvements, and general knowledge, including items developed while performing an SOW. After payment, Customer receives a non-exclusive right during its subscription to use custom deliverables with the Service for its internal business. Any deliverable intended to be assigned to Customer or provided exclusively must be expressly identified in the signed SOW, including treatment of pre-existing Quenchifying materials.
18.6 No implied maintenance or exclusivity. Custom work does not include continuing maintenance, compatibility updates, hosting, support, source-code delivery, exclusivity, or transfer of intellectual property unless the SOW expressly says so. Quenchifying may use generalized ideas and non-Customer-specific know-how without disclosing Customer Confidential Information.
18.7 Professional-services warranty. Quenchifying warrants that professional services will be performed in a professional and workmanlike manner. Customer’s remedy is re-performance of the affected services if Customer reports a material breach within 30 days after performance; if re-performance is not commercially reasonable, Customer may recover fees paid for the materially deficient portion. Other warranty and liability provisions of the Agreement apply.
18.8 Termination of an SOW. Either Party may terminate an SOW for uncured material breach under Section 11. Customer may terminate for convenience only if the SOW permits it and must pay for accepted work, work performed through termination, noncancelable commitments, and any agreed termination charge. Terminating an SOW does not automatically terminate the subscription unless expressly stated.
Neither Party may issue a press release or use the other Party’s name, logo, or marks in marketing without prior written approval. A separate written approval may permit IronDispatch to identify Customer as a customer.
Each Party will comply with laws applicable to its own performance. Customer is responsible for laws governing its rental, fuel, transport, employment, payroll, monitoring, safety, environmental, tax, and client operations. Neither Party will use the Service in violation of export controls, sanctions, anti-bribery, or anti-corruption laws.
21.1 Notices. Legal notices must be in writing and delivered by recognized courier, certified mail, or email with confirmation to the addresses in the Order Form and to Quenchifying at legal@irondispatch.app and at the mailing address in the introduction to this Agreement. Routine support and billing communications may use the account administrator email, support@irondispatch.app, and privacy@irondispatch.app.
21.2 Assignment. Neither Party may assign this Agreement without the other’s consent, not unreasonably withheld, except to an Affiliate or in connection with merger, reorganization, or sale of substantially all relevant assets, provided the assignee is not a direct competitor and assumes the Agreement.
21.3 Force majeure. Neither Party is liable for delay caused by events beyond reasonable control, excluding payment obligations, provided it mitigates and resumes performance promptly.
21.4 Independent contractors. The Parties are independent contractors. This Agreement does not create employment, agency, fiduciary, partnership, or joint venture.
21.5 No third-party beneficiaries. There are no third-party beneficiaries except as expressly stated.
21.6 Waiver and severability. A waiver must be written. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder remains effective.
21.7 Entire agreement and amendment. This Agreement and incorporated documents are the entire agreement regarding the Service and supersede prior proposals and discussions. Amendments must be signed by authorized representatives, except IronDispatch may update online policies prospectively as permitted here with reasonable notice of material changes. Changes will not materially reduce Customer’s rights during a paid term without consent, except as legally or operationally necessary.
21.8 Electronic signatures. Electronic signatures and counterparts are effective.
21.9 Governing law. This Agreement is governed by the laws of the State of Oregon, without regard to conflict-of-law rules.
21.10 Notice and executive conference. Before commencing formal proceedings, a Party will give the other Party written notice describing the dispute and the requested resolution. Authorized business representatives of the Parties will meet in good faith (remotely or in person) within fifteen (15) business days after the notice and will attempt to resolve the dispute for at least thirty (30) days after the notice (or such longer period as the Parties agree).
21.11 Mediation first. If the dispute remains unresolved after the executive conference, the Parties will submit it to confidential, non-binding mediation as the first formal dispute-resolution process. The mediator will be mutually selected from the American Arbitration Association (“AAA”) (or, if the Parties cannot agree, appointed by the AAA under its Commercial Mediation Procedures). Mediation will occur remotely or in Lane County, Oregon, will begin within forty-five (45) days after a mediation demand where practicable, and will be completed before either Party pursues arbitration. The Parties will share mediator fees equally and bear their own attorney fees unless they agree otherwise. All applicable statutes of limitation and contractual filing deadlines will be tolled from a proper mediation demand until fifteen (15) days after mediation ends.
21.12 Emergency exceptions. A Party may seek temporary, preliminary, or other emergency relief from a court of competent jurisdiction without completing the prior steps only to prevent (a) imminent misuse of intellectual property, (b) active security or confidentiality harm, (c) destruction of evidence, (d) expiration of a claim that cannot be preserved by tolling, or (e) another harm for which waiting would make relief ineffective. Filing for such relief does not waive the duty to mediate (and, if necessary, arbitrate) the remaining dispute. Collection of an undisputed overdue amount may proceed after the applicable payment notice and cure period without mediation or arbitration.
21.13 Binding arbitration. If mediation does not resolve the dispute, either Party may commence binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or the Expedited Procedures if the amount in controversy is under $250,000). The arbitration will be conducted by a single arbitrator mutually selected by the Parties (or appointed by the AAA if they cannot agree). The seat of arbitration will be Lane County, Oregon. The arbitration may be conducted remotely or in person at the arbitrator’s discretion. The arbitrator may award any relief available in court, including provisional remedies, and will issue a reasoned written decision. Judgment on the award may be entered in any court of competent jurisdiction.
The Parties waive any right to a jury trial and any right to participate in a class, collective, or representative action. This arbitration agreement is governed by the Federal Arbitration Act. Each Party will bear its own costs and attorney fees unless the arbitrator determines that a claim or defense was frivolous or brought in bad faith, in which case the arbitrator may award reasonable fees and costs to the prevailing Party.
Notwithstanding the foregoing, either Party may bring an individual action in small-claims court for disputes within that court’s jurisdiction.
21.14 Waiver of jury trial. To the extent any dispute proceeds in court rather than in arbitration, each Party knowingly and voluntarily waives any right to a trial by jury.
Quenchifying LLC, an Oregon limited liability company, dba Iron Dispatch · 82595 Green Valley Street, Creswell, OR 97426 · legal@irondispatch.app