AdvantEdge Terms of Service Agreement
Langston Digital LLC · advantedge.service
Agreement and Acceptance
This Terms of Service Agreement ("Agreement") is a legally binding contract between you ("Customer," "Subscriber," "you," or "your") and Langston Digital LLC, a Virginia limited liability company ("Langston Digital," "AdvantEdge," "we," "us," or "our"), governing your access to and use of the AdvantEdge platform, mobile applications, and related services (collectively, the "Service" or "Platform").
By (a) clicking "I Agree" or a similar button during account registration or checkout, (b) executing an Order Form that references this Agreement, or (c) accessing or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy, which is incorporated by reference.
If you are accepting this Agreement on behalf of a company, organization, or other legal entity ("Corporate Entity"), you represent and warrant that you have the authority to bind that Corporate Entity to this Agreement, in which case "you" and "your" shall refer to that Corporate Entity. If you do not have such authority, you must not accept this Agreement or use the Service.
Competitors of AdvantEdge or agents acting on their behalf are expressly prohibited from accessing the Service.
Definitions
For purposes of this Agreement, the following terms have the meanings set forth below:
| "Agreement" | This Terms of Service Agreement, including all exhibits, schedules, and Order Forms incorporated herein. |
| "Authorized User" | Any employee, contractor, or agent of Customer who is authorized by Customer to access and use the Service under Customer's account. |
| "Customer Data" | All data, content, information, and materials uploaded, submitted, or otherwise provided by Customer or its Authorized Users to the Service. |
| "Documentation" | AdvantEdge's user guides, help articles, and technical specifications made available via the Platform or support channels. |
| "Order Form" | A sales order, online checkout confirmation, or other purchasing document executed by the parties that specifies the subscription plan, fees, and term. |
| "Service" | The AdvantEdge cloud-based field service management platform, mobile applications (iOS and Android), APIs, and any associated services provided by Langston Digital. |
| "Subscription Fees" | The recurring fees payable by Customer for access to the Service as set forth in the applicable Order Form or pricing page. |
| "Term" | The duration of Customer's subscription as set forth in Section 13. |
Account Registration and Security
Account Creation. To use the Service, Customer must register for an account by providing accurate, current, and complete information. Customer agrees to update such information promptly to keep it accurate.
Account Credentials. Customer is responsible for maintaining the confidentiality of its account login credentials and for all activities that occur under its account. Customer must notify Langston Digital immediately at security@advantedge.service upon becoming aware of any unauthorized access or security breach.
Authorized Users. Customer may authorize employees and contractors to use the Service as Authorized Users up to the limit specified in its subscription plan. Customer is solely responsible for ensuring all Authorized Users comply with this Agreement. Customer shall be liable for any breach of this Agreement by its Authorized Users.
Age Requirement. Customer represents that it is at least 18 years of age and of legal capacity to enter into this Agreement. The Service is not directed to minors.
Eligibility. Langston Digital reserves the right to refuse registration to, or cancel the account of, any person or entity in its sole discretion.
Subscription Plans and Payment
Subscription Plans. The Service is made available through tiered subscription plans (Starter, Growth, Pro, and Enterprise) as described in the AdvantEdge Subscription Plans documentation, which is incorporated by reference. Features available to Customer depend on the plan selected.
Fees. Customer agrees to pay all Subscription Fees associated with its selected plan. All fees are stated in U.S. Dollars and are exclusive of applicable taxes. Customer is responsible for all applicable federal, state, local, and foreign taxes, levies, and duties.
Payment Methods. Langston Digital uses Stripe, Inc. as its payment processor. By providing payment information, Customer authorizes Langston Digital to charge the applicable fees to the designated payment method on a recurring basis.
Billing Cycles. Monthly subscriptions are billed in advance at the start of each calendar month. Annual subscriptions are billed in full at the start of the subscription term. Subscription Fees are non-refundable except as expressly set forth in Section 4.9.
Auto-Renewal. Subscriptions automatically renew at the end of each billing period (monthly or annual) unless Customer provides written notice of non-renewal at least fifteen (15) days prior to the renewal date. Notice may be provided via the account settings portal or by emailing billing@advantedge.service.
Price Changes. Langston Digital reserves the right to change Subscription Fees at any time with at least thirty (30) days' advance written notice to Customer. Continued use of the Service after the price change takes effect constitutes Customer's acceptance of the new pricing. If Customer objects, it may cancel per Section 13.
Late Payments. If any payment is not received when due, Langston Digital may (a) suspend Customer's access to the Service, (b) charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law, and (c) seek collection of amounts owed.
Disputes. Customer must notify Langston Digital in writing of any billing dispute within sixty (60) days of the invoice date. Undisputed amounts remain due and payable.
Refunds. Subscription Fees are non-refundable. Langston Digital does not provide credits or refunds for partial months, unused periods, plan downgrades, or feature changes, except where required by applicable law or as expressly agreed in writing.
Plan Changes. Customer may upgrade its subscription plan at any time; upgraded plan access takes effect immediately and fees are prorated for the remainder of the billing period. Plan downgrades take effect at the start of the next billing period.
Additional Seats. Authorized User seats in excess of the plan limit are billed at the per-seat rate specified in the applicable subscription plan, prorated for the month in which they are added.
Acceptable Use Policy
Customer and its Authorized Users shall use the Service only for lawful business purposes and in accordance with this Agreement and all applicable laws and regulations. The following uses are strictly prohibited:
- Using the Service to transmit or store any content that is unlawful, harmful, defamatory, obscene, fraudulent, or that violates the rights of third parties, including intellectual property rights and privacy rights.
- Attempting to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service.
- Introducing, transmitting, or uploading any viruses, malware, ransomware, Trojan horses, or other harmful code.
- Reverse engineering, decompiling, disassembling, or otherwise attempting to derive source code from the Service or any component thereof.
- Using the Service to send unsolicited commercial communications (spam) in violation of applicable law.
- Using the Service to store or process Personal Health Information (PHI) or financial account information beyond what is required for payment processing through authorized channels.
- Using automated means to scrape, crawl, or extract data from the Service without Langston Digital's prior written consent.
- Sublicensing, reselling, or making the Service available to third parties outside of Customer's authorized use, except as expressly permitted in writing.
- Using the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service.
- Misrepresenting Customer's identity or affiliation, or impersonating any person or entity.
Langston Digital reserves the right to monitor the Service for compliance with this Section. Violations of this Acceptable Use Policy may result in immediate suspension or termination of Customer's account without notice or liability.
Intellectual Property
Langston Digital IP. The Service, including all software, algorithms, user interfaces, documentation, and content provided by Langston Digital, is the proprietary property of Langston Digital LLC and is protected by applicable intellectual property laws, including United States copyright, trademark, and trade secret laws. Customer receives only the limited license granted in Section 6.3 and no other right, title, or interest in the Service.
Trademarks. "AdvantEdge," the AdvantEdge logo, and related marks are trademarks of Langston Digital LLC. Customer may not use any Langston Digital marks without prior written permission.
License Grant. Subject to the terms and conditions of this Agreement and timely payment of all Subscription Fees, Langston Digital grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Term solely for Customer's internal business operations and in accordance with the Documentation.
Customer Data License. Customer grants Langston Digital a limited, non-exclusive license to access, process, store, and use Customer Data solely for the purpose of providing, maintaining, and improving the Service, and as otherwise permitted by this Agreement and the Privacy Policy.
Feedback. If Customer provides feedback, suggestions, or ideas regarding the Service ("Feedback"), Customer grants Langston Digital an irrevocable, perpetual, worldwide, royalty-free license to use, incorporate, and exploit such Feedback in any manner without compensation or attribution to Customer.
Restrictions. Customer shall not: (a) copy, modify, or create derivative works of the Service; (b) sell, resell, transfer, or sublicense access to the Service; (c) remove or alter any proprietary notices; or (d) use the Service to build a competing product or service.
Customer Data and Privacy
Ownership. As between the parties, Customer retains all ownership rights in Customer Data. Langston Digital does not claim ownership of Customer Data.
Data Processing. Langston Digital will process Customer Data only as instructed by Customer and as permitted by this Agreement and our Privacy Policy. Langston Digital will implement and maintain commercially reasonable administrative, technical, and physical security measures to protect Customer Data from unauthorized access, disclosure, or destruction.
Data Accuracy. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data submitted to the Service.
Aggregate Data. Langston Digital may collect and use anonymized, aggregated, and de-identified data derived from Customer's use of the Service for product improvement, benchmarking, and research purposes, provided such data does not identify Customer or any individual.
Privacy Policy. Langston Digital's collection and use of personal information is governed by the AdvantEdge Privacy Policy, available at advantedge.service/privacy, which is incorporated into this Agreement by reference.
Data Portability. Upon written request made within thirty (30) days of termination, Langston Digital will make Customer Data available for export in a standard format. Following such period, Langston Digital has no obligation to retain Customer Data and may delete it.
CCPA / State Privacy Laws. To the extent applicable, Langston Digital agrees to comply with the California Consumer Privacy Act (CCPA) and other applicable state privacy laws with respect to Customer Data.
Confidentiality
Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Data is the Confidential Information of Customer. The Service, pricing, business plans, and technical specifications are the Confidential Information of Langston Digital.
Obligations. Each party agrees to: (a) hold the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information solely to fulfill its obligations or exercise its rights under this Agreement.
Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.
Compelled Disclosure. If required by law, regulation, or court order to disclose Confidential Information, the receiving party will give reasonable advance notice to the disclosing party and cooperate with reasonable efforts to obtain a protective order.
Third-Party Services and Integrations
The Service may integrate with or permit access to third-party services, including Stripe (payment processing), Firebase (push notifications), Resend (email delivery), and mapping services ("Third-Party Services"). Customer's use of Third-Party Services is governed by the terms of service of those providers. Langston Digital is not responsible for the availability, accuracy, or content of any Third-Party Services, and disclaims all liability arising from Customer's use thereof. If a Third-Party Service becomes unavailable, Langston Digital will use commercially reasonable efforts to provide equivalent functionality or notify Customer of the impact.
Service Levels and Support
Uptime. Langston Digital will use commercially reasonable efforts to maintain Service availability targets: 99.5% for Starter and Growth plans; 99.9% for Pro and Enterprise plans, measured monthly excluding scheduled maintenance windows and events beyond Langston Digital's reasonable control.
Scheduled Maintenance. Langston Digital will provide at least twenty-four (24) hours' advance notice of scheduled maintenance that may affect Service availability, except in cases of emergency maintenance required to protect Service security or integrity.
Support. Customer will receive technical support in accordance with the support level included in its subscription plan. Langston Digital's standard support response times apply and are subject to change.
Service Credits. If the Service fails to meet the applicable uptime target in any calendar month, Customer's sole remedy is to request a service credit equal to a pro-rata portion of that month's Subscription Fees, up to a maximum of one month's fees. Credits are applied to future invoices and are non-refundable. To receive a credit, Customer must submit a written request within thirty (30) days of the end of the affected month.
Backups. Langston Digital performs regular data backups with recovery time objectives (RTO) of up to three (3) hours and recovery point objectives (RPO) of up to one (1) hour of data loss for Pro and Enterprise plans.
Disclaimer of Warranties
Some jurisdictions do not allow the exclusion of certain warranties. If applicable law prohibits the exclusion of any particular warranty, such warranty is excluded to the maximum extent permitted.
Limitation of Liability
The foregoing limitations shall apply even if any limited remedy provided herein fails of its essential purpose. Some jurisdictions do not allow the limitation of liability for incidental or consequential damages; accordingly, the above limitations may not apply to Customer in certain jurisdictions.
Term and Termination
Term. This Agreement commences on the date Customer first accesses or uses the Service and continues until terminated in accordance with this Section.
Termination by Customer. Customer may cancel its subscription at any time through the account settings portal or by providing written notice to billing@advantedge.service. Cancellation of a monthly subscription takes effect at the end of the current billing month. Cancellation of an annual subscription takes effect at the end of the current annual term; no refund is provided for unused time.
Termination by Langston Digital for Convenience. Langston Digital may terminate this Agreement for convenience with thirty (30) days' prior written notice. In such event, Langston Digital will provide a pro-rata refund of prepaid Subscription Fees for the unused portion of the Term.
Termination for Cause. Langston Digital may immediately suspend or terminate Customer's access to the Service, without notice or refund, if Customer: (a) breaches any material provision of this Agreement and fails to cure such breach within ten (10) days of written notice; (b) violates the Acceptable Use Policy; (c) fails to pay any Subscription Fees when due and fails to cure within five (5) days of notice; (d) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings; or (e) engages in conduct that Langston Digital reasonably believes poses a security risk to the Service or other customers.
Effects of Termination. Upon termination: (a) all licenses granted hereunder immediately terminate; (b) Customer must immediately cease using the Service; (c) any amounts owed as of the termination date become immediately due and payable; and (d) each party shall return or destroy the other's Confidential Information upon request. Sections 2, 6.1, 6.5, 7.4, 8, 11, 12, 13.5, 14, 15, 16, 17, 18, 19, 20, and 21 shall survive termination.
Indemnification
Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Langston Digital LLC and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's or its Authorized Users' use of the Service in violation of this Agreement or applicable law; (b) Customer Data, including any claim that Customer Data infringes the intellectual property or privacy rights of any third party; (c) Customer's breach of any representation or warranty in this Agreement; or (d) Customer's negligence or willful misconduct.
Indemnification by Langston Digital. Langston Digital shall defend, indemnify, and hold harmless Customer from any third-party claim alleging that the Service, as used by Customer in accordance with this Agreement, infringes a United States patent, copyright, or trademark, except to the extent the claim arises from Customer Data, Customer modifications, or combination with products not provided by Langston Digital.
Indemnification Procedure. The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation. The indemnifying party may not settle any claim that imposes liability or obligation on the indemnified party without its prior written consent.
Representations and Warranties
Each party represents and warrants to the other that: (a) it has the full legal right, power, and authority to enter into and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable against it; and (c) its entry into and performance of this Agreement does not violate any applicable law or third-party agreement.
Customer additionally represents and warrants that: (a) it will comply with all applicable laws and regulations in connection with its use of the Service; (b) Customer Data does not infringe any third-party intellectual property or privacy rights; and (c) it has obtained all necessary consents to provide Customer Data to the Service.
Modifications to the Agreement
Langston Digital reserves the right to modify this Agreement at any time. If Langston Digital makes material changes, it will provide at least thirty (30) days' advance written notice via email to the account holder's registered email address and/or conspicuous notice within the Service. Customer's continued use of the Service after the effective date of any modification constitutes acceptance of the revised Agreement. If Customer does not agree to a material modification, it may terminate its subscription prior to the effective date of the change per Section 13.2.
Suspension of Service
In addition to Langston Digital's termination rights, Langston Digital may immediately suspend Customer's access to the Service (in whole or in part) without liability if: (a) Langston Digital reasonably believes Customer's use poses a security risk to the Service or other customers; (b) Customer's payment method fails and Customer does not cure within five (5) business days of notice; (c) continued operation would violate applicable law; or (d) Langston Digital is required to do so by a government or regulatory authority. Langston Digital will notify Customer of the suspension and the reason therefor as soon as practicable. Langston Digital will restore access promptly upon resolution of the underlying cause.
Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States of America, without regard to its conflict of law principles. Subject to the mandatory arbitration provision in Section 20, the parties consent to the exclusive jurisdiction of the state and federal courts located in Suffolk, Virginia for any disputes not subject to arbitration.
Force Majeure
Neither party shall be liable for any delay or failure in performance under this Agreement to the extent caused by events beyond that party's reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, internet service provider failures, power outages, or denial-of-service attacks ("Force Majeure Event"). The affected party must notify the other promptly and use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement without liability.
Mandatory Arbitration and Class Action Waiver
Agreement to Arbitrate. Except for claims that may be brought in small claims court, any dispute, claim, or controversy arising out of or relating to this Agreement or the Service, including questions of arbitrability, shall be resolved exclusively by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (or Comprehensive Rules if applicable). The arbitration shall be conducted in Suffolk, Virginia, or via videoconference at the arbitrator's discretion.
Class Action Waiver. ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY. CUSTOMER WAIVES THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding.
Exceptions. Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the resolution of arbitration, without waiving the right to arbitrate the underlying claim.
Costs. Each party shall bear its own arbitration costs unless the arbitrator finds that a claim was frivolous or brought for an improper purpose, in which case the arbitrator may award attorneys' fees and costs to the prevailing party. Langston Digital will pay all JAMS filing fees for claims under $10,000.
Opt-Out. Customer may opt out of this arbitration agreement by sending written notice to legal@advantedge.service within thirty (30) days of first accepting this Agreement. Opting out does not affect Customer's right to use the Service or any other provision of this Agreement.
Miscellaneous
Entire Agreement. This Agreement, together with all Order Forms and the Privacy Policy incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether written or oral.
Order of Precedence. In the event of a conflict between this Agreement and an Order Form, the Order Form shall control only with respect to the specific commercial terms (e.g., pricing, term length) set forth therein.
Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.
Waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.
Assignment. Customer may not assign or transfer any rights or obligations under this Agreement without Langston Digital's prior written consent, which shall not be unreasonably withheld. Langston Digital may freely assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section is void.
Notices. Legal notices under this Agreement must be in writing and delivered by: (a) email to billing@advantedge.service (for Langston Digital) or Customer's registered account email; or (b) certified mail to the parties' registered addresses. Email notice is effective upon transmission; mail is effective three (3) business days after sending.
Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship.
No Third-Party Beneficiaries. This Agreement does not create any rights in any third party.
Export Compliance. Customer agrees to comply with all applicable export control and sanctions laws. Customer represents that it is not located in, and will not use the Service on behalf of, any country, person, or entity subject to U.S. sanctions.
Government Use. If Customer is a U.S. government entity, the Service is provided as a "commercial item" as defined in FAR 2.101.
Headings. Section headings are for convenience only and shall not affect interpretation.
Electronic Signatures. Electronic acceptance of this Agreement (including clickwrap acceptance) is valid and enforceable to the same extent as a handwritten signature.
Counterparts. If this Agreement is signed in counterparts, each shall be deemed an original, and all together constitute one agreement.
Contact Information
For legal or contractual inquiries, contact Langston Digital LLC at:
Acknowledgment and Acceptance
By accessing or using the AdvantEdge Service, or by clicking "I Accept" during account registration, Customer acknowledges that it has read, understood, and agrees to be bound by this Terms of Service Agreement in its entirety.