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Terms of Service

Effective Date: August 19, 2026 · Last Updated: November 14, 2026

1. Acceptance of Terms and Agreement Structure

This Master Terms of Service Agreement (the "Agreement") is a legally binding contract between Cox Toolworks LLC, a Florida limited liability company located at Orlando, Florida 32807 ("Company," "we," "us," or "our"), and the business entity or independent contractor accessing or using the platform ("Subscriber," "you," or "your"). This Agreement governs your use of the Halden Pro web application, progressive web app (PWA), mobile applications, public landing pages, and associated services (collectively, the "Platform").

Incorporation by Reference

This Agreement acts as the master governing document for your use of Halden Pro. By accepting this Agreement, you also expressly agree to be bound by the Halden Pro Privacy Policy and the Halden Pro Payment Processing, Liability & Platform Terms (the "Liability Terms"). Both documents are fully incorporated herein by reference. In the event of a direct conflict between this Agreement and the Liability Terms regarding payment facilitation, AI generation liability, or telecommunications compliance, the Liability Terms shall govern.

2. Account Registration, Eligibility, and Security

Halden Pro is exclusively a Business-to-Business (B2B) platform. By registering, you warrant that you are legally representing a valid business entity or acting as a licensed independent contractor operating within the United States. You must be at least eighteen (18) years of age to form a binding contract. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify Cox Toolworks LLC immediately of any unauthorized use of your account or any other breach of security.

3. The Halden Pro License and Acceptable Use

Grant of License

Subject to your ongoing compliance with this Agreement and payment of applicable fees, Cox Toolworks LLC grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform strictly for your internal business operations.

No Per-Seat Fees

Halden Pro offers an account-level license with no per-seat fees. Add as many users as you need (employees, dispatchers, field technicians, and subcontractors) at no additional cost. This license is subject to the "Fair Use and Infrastructure Protection" clause detailed in the Liability Terms, which strictly prohibits automated bot abuse, continuous API polling, or infrastructure scraping that exceeds normal human operational capacity.

Progressive Web App (PWA) Offline Functionality

Halden Pro utilizes browser local storage to enable offline syncing for field operations. You acknowledge that securing the physical mobile devices and tablets where this data is cached is your sole responsibility.

Prohibited Conduct

You shall not:

  • reverse engineer, decompile, or disassemble the Platform;
  • sell, resell, or lease access to the Platform;
  • use the Platform to transmit spam, malware, or unlawful material; or
  • attempt to circumvent any security features or multi-tenant data isolation protocols; or
  • use the Platform's SMS infrastructure for bulk marketing, promotional broadcasts, or any messaging unrelated to active job management operations.

4. 30-Day Free Trial and Account Conversion

Cox Toolworks LLC offers a thirty (30) day free trial of the Platform to new Subscribers. No credit card is required to initiate the free trial. During the trial period, you will have access to designated features to evaluate the Platform. At the conclusion of the 30-day trial, your access will be suspended unless you select a paid subscription tier and provide a valid payment method.

Data Purge for Abandoned Trials

We do not currently delete cancelled or expired accounts automatically. See our Privacy Policy, Section 15, for how data is retained and how to delete an account.

5. Subscription Tiers, Billing, and Upgrades

Halden Pro operates on a flat-rate tiered subscription model. You agree to pay the monthly fee for your selected tier. All subscription fees are processed by Stripe and automatically renew each billing cycle at the then-current rate unless you cancel before the next billing cycle. You can cancel from the Billing tab in your account settings, and your access continues until the end of the paid period. Stated fees are exclusive of any applicable taxes.

Starter Tier ($59/month)

Includes job management, invoicing, estimates, no monthly cap on jobs or customers, a total of 50 AI assistant requests per month (including 5 AI Quote Drafts per month), the AI Receipt Scanner, email support, and a total of 300 SMS messages per month, subject to Section 5A.

Pro Tier ($99/month)

Includes all Starter features, a total of 200 AI assistant requests per month (replacing the Starter allowance), GPS time tracking, two-way SMS, a one-way push to QuickBooks Online, priority email support, and a total of 1,000 SMS messages per month (replacing the Starter allowance), subject to Section 5A.

Team Tier ($149/month)

Includes all Pro features, a total of 1,000 AI assistant requests per month (replacing the Pro allowance), the AI Scheduling Assistant, equipment tracking, live crew location on the dispatcher map, dedicated support, and a total of 3,000 SMS messages per month (replacing the Pro allowance), subject to Section 5A.

Modifications to Subscriptions

You may upgrade your subscription tier at any time. Upgrades will be applied immediately, and your account will be charged a prorated amount for the remainder of the current billing cycle. You may request a downgrade at any time. Downgrades take effect at the start of your next billing cycle, and you keep your current tier's features and allowances through the end of the current billing cycle. No prorated refunds are provided for downgrades.

Price Changes. Cox Toolworks LLC may change subscription prices on at least thirty (30) days' notice sent to your account email address, effective at the start of your next billing cycle after the notice period.

Failed Payments. If a payment fails, Stripe may retry it automatically and we may notify you by email. If the balance remains unpaid, we may suspend or restrict access until it is paid.

5A. SMS Message Limits, Overage Behavior, and Enterprise Tier

Monthly SMS Allocation

Each subscription tier includes a monthly allocation of SMS messages as set out in Section 5. The allocation counts every outbound SMS sent through the Platform on your behalf, whether automated (such as job reminders, invoice notifications, dispatch confirmations, review requests and missed-call auto-replies) or sent manually by you or your crew, including replies sent from the inbox. Incoming messages from your customers do not count. Accounts in a free trial are limited to 300 SMS messages per month. Sending SMS on any plan requires completing carrier (A2P 10DLC) registration.

Overage Behavior — No Additional Charges

Cox Toolworks LLC does not charge overage fees for SMS. When your allocation is used up, outbound SMS is paused until the allocation resets at the start of the next calendar month. No action is required to restore delivery when the allocation resets. Email delivery is not affected by an SMS pause.

Usage Alerts

The Platform displays a notice on your dashboard when you have used 80% of your monthly SMS allocation and when the allocation is used up. Missing or dismissing a notice does not extend your allocation. Upgrading your plan raises your allocation immediately.

Enterprise Tier

Subscribers requiring more than 3,000 SMS messages per month may contact Cox Toolworks LLC to discuss Enterprise tier pricing. Enterprise SMS allowances are set by written agreement. Enterprise subscribers also receive dedicated onboarding support and priority technical assistance. Enterprise pricing is negotiated individually and is not published publicly. Contact us at [email protected] to initiate an Enterprise inquiry.

Right to Modify SMS Allocations

Except where governed by a separate written Enterprise agreement, Cox Toolworks LLC may adjust monthly SMS allocations on at least thirty (30) days' written notice to affected Subscribers, effective at the start of the Subscriber's next billing cycle after the notice period.

SMS Acceptable Use

SMS messages sent through the Platform must relate exclusively to legitimate job management operations, including but not limited to job updates, invoice delivery, job status updates, payment confirmations, and dispatch notifications. You represent and warrant that you have obtained all consents legally required from each recipient before sending any SMS through the Platform, and that you will honor all opt-out requests. Use of the Platform's SMS infrastructure for bulk marketing campaigns, promotional broadcasts, unsolicited commercial messaging, any unlawful purpose, or any purpose unrelated to active job management is prohibited and may result in immediate suspension of SMS or your account, without refund or liability to Cox Toolworks LLC. You agree to indemnify Cox Toolworks LLC against claims, fines and carrier fees arising from your SMS content or your lack of recipient consent.

6. The AI Refund Judge and Cancellation Policy

Halden Pro utilizes an automated rules engine (the "AI Refund Judge") to process subscription refund requests equitably and transparently. Refund requests must be submitted through the Platform portal.

Auto-Approve

A full refund of the most recent subscription charge will be automatically approved if the Subscriber's account is three (3) days old or less AND the account has processed zero (0) paid End Customer invoices.

Auto-Deny

A refund request will be automatically denied if the account is ninety (90) days old or older AND the account has historically processed a significant volume of End Customer invoices, demonstrating sustained utilization and value extraction from the Platform.

Manual Review

Any refund request falling outside the parameters of the Auto-Approve and Auto-Deny criteria will be flagged for manual review by the Cox Toolworks LLC administrative team. All refund decisions are final; however, a Subscriber may appeal a denied refund one (1) time by emailing support within fourteen (14) days of the denial notice. You may cancel your subscription at any time, with cancellation taking effect at the end of your current paid billing term.

7. Public Contractor Landing Pages and Hosted Content

Subscribers on eligible tiers may utilize the Platform to generate and host public-facing contractor landing pages.

Acceptable Use of User-Generated Content

You retain all intellectual property rights to the logos, images, and text you upload. You warrant that you own or have secured the rights to use all content displayed on your landing page. Prohibited content includes, but is not limited to: copyrighted material owned by third parties without a license, deceptive trade practices, explicit material, or malicious code.

DMCA Safe Harbor

Cox Toolworks LLC complies with the Digital Millennium Copyright Act (DMCA). If a third party believes their copyrighted work has been infringed upon by a Subscriber's landing page, they must submit a written notification to our Designated Agent containing: (a) a physical or electronic signature of the copyright owner; (b) identification of the infringed work; (c) identification of the infringing material and its location on the Platform; (d) contact information of the complaining party; (e) a statement of good faith belief that the use is unauthorized; and (f) a statement under penalty of perjury that the information is accurate. Designated DMCA Agent: Legal Department, Cox Toolworks LLC, Orlando, Florida 32807. Email: [email protected]

8. Halden Pro Referral Program

Subscribers in good standing may participate in the Halden Pro Referral Program.

Payout Structure

You will earn a twenty dollar ($20.00) direct payout for every new Subscriber you refer who qualifies (Level 1), and a ten dollar ($10.00) indirect payout for any qualifying Subscriber referred by your Level 1 referrals (Level 2). Total referral payouts are capped at sixty dollars ($60.00) per calendar month per Subscriber account.

Qualification Conditions

To qualify for a payout, the referred account must remain active for a sixty (60) day qualification window AND the referred Subscriber must complete and process at least two (2) paid End Customer invoices through the Platform. If a referred account cancels or is terminated before the sixty (60) day qualification window closes, any pending referral payouts associated with that account will be immediately forfeited and reversed.

Anti-Fraud and Tax Compliance

Self-referrals, shell accounts, and coordinated fraud rings are strictly prohibited. If your total referral payouts exceed six hundred dollars ($600.00) in a single calendar year, Cox Toolworks LLC requires the submission of a valid IRS Form W-9 prior to releasing further funds. Cox Toolworks LLC reserves the absolute right to withhold, cancel, or reverse referral payouts at its sole discretion if it suspects fraud, abuse, or a violation of this Agreement.

9. Third-Party Integrations and Services

Halden Pro offers API integrations with third-party platforms to enhance operational efficiency.

QuickBooks Online Connection

The Platform can push your customer and invoice data to Intuit QuickBooks Online. Cox Toolworks LLC acts solely as a data transmitter and expressly disclaims any liability for transfer errors, data corruption, duplicate ledger entries, or tax miscalculations within your QuickBooks environment.

Third-Party Financing

Halden Pro is a software provider. Cox Toolworks LLC is not a lender or financing broker, and Halden Pro does not offer or arrange consumer financing.

10. Intellectual Property and Proprietary Rights

Cox Toolworks LLC owns all rights, title, and interest, including all intellectual property rights, in and to the Halden Pro Platform, its underlying source code, visual interfaces, database schemas, and the "Halden Pro" trademark. You retain all ownership rights to your specific Subscriber business data and End Customer lists. By utilizing the Platform, you grant Cox Toolworks LLC a worldwide, royalty-free license to host, copy, transmit, and display your data strictly as necessary to provide the service to you.

Feedback and Suggestions

If you provide Cox Toolworks LLC with any feedback, suggestions, feature requests, or modifications regarding the Platform ("Feedback"), you hereby assign to Cox Toolworks LLC all right, title, and interest in and to the Feedback. Cox Toolworks LLC shall be free to use, implement, and commercialize such Feedback without any compensation, attribution, or restriction.

Publicity Rights

By subscribing to Halden Pro, you grant Cox Toolworks LLC a non-exclusive, worldwide, royalty-free license to use your business name, trademarks, and logos for marketing, promotional, and sales purposes, including displaying them on our public website as a customer reference.

11. Term, Suspension, and Termination

This Agreement commences on the date you register your account and continues until your subscription is canceled or terminated. Cox Toolworks LLC reserves the right to immediately suspend or terminate your access to the Platform without prior notice if you breach any material provision of this Agreement, the Liability Terms, or the Privacy Policy.

Data Export Window

Upon voluntary cancellation of your subscription, your account will enter a restricted state and you will be granted a thirty (30) day data export window to download your End Customer lists, invoices, and operational data. This thirty (30) day export window does NOT apply to accounts terminated by Cox Toolworks LLC for violation of this Agreement, the Liability Terms, or the Privacy Policy. Accounts terminated for cause may lose export access. We do not currently delete cancelled or expired accounts automatically. See our Privacy Policy, Section 15, for how data is retained and how to delete an account.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HALDEN PRO PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COX TOOLWORKS LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COX TOOLWORKS LLC DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR 100% AVAILABLE, NOR DO WE WARRANT THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

12A. Indemnification and Limitation of Liability

Data Authorization and Indemnification

User warrants they are authorized to input, store, and process all data submitted to Halden Pro, including customer information, job records, and financial data. User agrees to indemnify and hold Cox Toolworks LLC harmless against any claims arising from unauthorized data submission.

No Liability for Third-Party Integrations

Cox Toolworks LLC accepts no liability for errors, outages, or data loss originating from third-party integrations including Stripe, Telnyx, QuickBooks, CompanyCam, or NiceJob. Halden Pro transmits and displays data from these services but does not guarantee their accuracy or availability.

Aggregate Liability Cap

In no event shall the aggregate liability of Cox Toolworks LLC to any user exceed the total subscription fees paid by that user in the three months preceding the claim.

13. Governing Law and Dispute Resolution

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively by binding, individual arbitration administered by the American Arbitration Association (AAA) in Orange County, Florida.

Class Action Waiver

YOU AND COX TOOLWORKS LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Contractual Statute of Limitations

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF THE HALDEN PRO PLATFORM OR THIS AGREEMENT MUST BE FILED, OR SUBMITTED TO ARBITRATION, WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE. ANY CLAIM NOT FILED WITHIN THIS ONE-YEAR PERIOD IS PERMANENTLY AND IRREVOCABLY BARRED.

14. General Provisions

Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

Force Majeure

Cox Toolworks LLC shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including natural disasters, hurricane events, cloud infrastructure outages (including Railway, Neon PostgreSQL, or Cloudflare), cyberattacks, DDoS attacks, government mandates, or telecommunications failures. Cox Toolworks LLC will use commercially reasonable efforts to restore service as quickly as practicable following any Force Majeure Event.

Modification of Terms

We reserve the right to modify this Agreement at any time. Material changes will be communicated to you via email at least thirty (30) days prior to taking effect. Your continued use of the Platform after changes become effective constitutes acceptance of the modified Agreement.

Entire Agreement

This Agreement, alongside the incorporated Privacy Policy and Payment Processing & Liability Terms, constitutes the entire agreement between you and Cox Toolworks LLC regarding the Halden Pro Platform and supersedes all prior negotiations, representations, or agreements relating to its subject matter.