Legal

Terms of Service

Version 2026-08-12 · Effective 12 August 2026 · Waterline Technology Co.

Waterline Technology Co.

www.waterline-runway.com · app.waterline-runway.com

These Terms of Service (the “Terms”) are a binding agreement between you — personally and, where you are acting for an organization, that organization (“you”) — and Waterline Technology Co., an Idaho corporation (“Waterline,” “we” or “us”). They govern your access to and use of the Waterline application at https://app.waterline-runway.com and our website at https://www.waterline-runway.com (together, the “Service”).

BY CREATING AN ACCOUNT, OPENING THE DEMO, OR OTHERWISE USING THE SERVICE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

Section 13 contains a jury waiver and a class action waiver. Section 11 limits our liability. Section 6 explains that Waterline is a modeling tool and not a financial, accounting, tax or legal adviser. Please read those sections.

If you have a signed Order Form with us

If you and Waterline have executed a written Order Form, it incorporates a specific dated version of these Terms and controls over them wherever the two conflict. A later published revision of these Terms does not apply to you during your order term unless you agree to it in writing. For everyone else — which is nearly everyone — these Terms are the contract, in the version you accepted.

1. Who May Use the Service

1.1 Age

You must be at least eighteen (18) years old to use this Service. The Service is a business tool and is not directed to children.

1.2 Authority

If you use the Service for an organization, you represent that you are authorized to act as a representative of that organization in agreeing to these Terms and herein “you” means that organization. Waterline is sold to organizations, their members, and their advisors; it is not a consumer product.

1.3 Accounts

You must provide accurate registration information and keep it current. An account belongs to one individual and its credentials should not be shared — if a colleague needs access, you must invite them so they have their own account. You are responsible for everything done through your account and must tell us promptly if you believe it has been compromised. You may sign in with an email address and password, an emailed sign-in link, or Google account.

2. What Waterline Does

2.1 The Service

Waterline models cash flow and runway for private organizations, including grant-funded organizations. You describe your cash position, people, projects, grants, and commitments, and the Service projects forward when cash will move — accounting for the reimbursement lag between doing grant-funded work and being paid for it — and reports runway as a range rather than a single date. It includes scenario modeling, a project and milestone plan with DOE SOPO workbook import and export, SF-424A import and export, ledger import by file or by connection to your accounting system, roles and invitations, and export of your complete model as a file at any time.

2.2 Companies, seats, and advisors

Your work lives in a “company” — a workspace holding one model. Your company’s plan determines how many people may hold a seat in it. You may also invite an advisor who holds an advisor plan; an advisor may view a company’s model without occupying one of your seats.

2.3 Everyone in a company sees the whole model

This is important. Anyone you invite into a company receives the data from that company’s entire model, including individual salaries, cap table, and customer information. This is true regardless of which tabs or focus settings are shown to them in the interface. Interface focus organizes attention and simple click to view access; it is not a confidentiality control, and you should not rely on it as one.

2.4 Changes to the Service

We develop the Service actively and may add, change, or remove functionality. We will not materially reduce the functionality of a plan you are paying for during a period you have already paid for without telling you. If we remove something you materially rely on, you may cancel and we will refund the unused part of that period. Features described as planned, beta, or coming soon are not commitments to build or keep anything and beta features are provided as is. Bug fixes, security patches, and updates are included.

2.5 Availability

We will use commercially reasonable efforts to keep the Service running. We do not promise any level of uptime and we do not offer service credits. Waterline is operated by a small team on third-party hosting and database platforms, and its availability depends on them. Your practical protection is that you can export your model at any time and cancel at any time. If the Service is materially unavailable for more than seventy-two consecutive hours, you may cancel immediately and we will refund the unused part of the period you paid for.

2.6 Support

Support is by email during Mountain Time business hours, Monday to Friday. We aim to respond within one business day and we prioritize reports that the Service is down, that your model is not saving, or that a calculation is wrong. There is no 24/7 coverage, guaranteed response time, dedicated account manager, or phone line on any plan. Support covers the Service – not your accounting practices, grant administration, or tax positions.

2.7 The demo

You may open a sample company without an account. The demo holds fictitious data, is stored in your own browser, and resets twelve hours after you first open it. You can keep it by creating an account. It is provided as is, with no commitment to availability or retention. Do not put real or confidential information into the demo.

2.8 No public API

We do not currently offer a public API and these Terms grant no right to programmatic access. Use the export described in Section 8.1 to get your data out.

2.9 The Service runs in your browser

Waterline performs its calculations in your browser. That means the application code, including the projection engine, is delivered to and runs on your device. Your model is transmitted in full to any browser session authorized to open the company. The Service temporarily stores a working copy of your data in your browser so work is not lost. Keep the devices and browsers you use secure.

2.10 Maintenance

We will use commercially reasonable efforts to schedule maintenance that we expect to interrupt the Service outside 8:00 a.m. to 6:00 p.m. Mountain Time on business days, and to give notice in the Service where that is practicable. Emergency maintenance and security patching may happen at any time without notice.

2.11 Accessibility

We will use commercially reasonable efforts to make the Service usable with common assistive technology and to take the Web Content Accessibility Guidelines into account as we build it. We do not currently claim conformance with WCAG 2.1 Level AA. We have not had a third-party accessibility audit and we do not maintain a Voluntary Product Accessibility Template. If you are subject to Section 504 or Section 508 obligations, evaluate the Service against them before adopting it. We will cooperate in good faith with that evaluation and with reasonable remediation requests.

3. Your Data

3.1 You own it

You own everything you put into the Service and everything calculated from it — your model, imported ledger, project plans, personnel records, and exports (your “Data”). Nothing here gives us ownership of it.

3.2 What we may do with it

You grant us a limited, non-exclusive license to host, store, copy, transmit, display, and process your Data solely to run, secure, support, and maintain the Service for you. That is the whole license. Specifically:

We do not use your Data to train AI or machine learning models.

We do not sell, rent, or license your Data.

We do not publish your Data and the Service has no public profiles, feeds, or shared pages.

We do not disclose your Data to anyone except the service providers listed in our Privacy Policy, people you invite, and where the law requires it.

This license ends when your relationship with us ends, subject to the retrieval and deletion periods in Section 8.

3.3 Information about your people

The Service records people by name, title, pay, start and end dates, raises, promotions, and hours charged to grants. That is personal information about your staff and you are responsible for it. You confirm that you have the authority and lawful basis to enter it and to let it be processed as described here and in our Privacy Policy — including when you invite an advisor or colleague who will then see it.

3.4 What you must not put in

Waterline is a financial modeling tool and is not built, certified, or offered for regulated data. Do not submit:

Protected health information under HIPAA. We are not a business associate and will not sign a business associate agreement.

Payment card numbers. All payment details go to our payment processor and never reach the Service.

Classified information. Controlled unclassified information (CUI) carrying safeguarding requirements such as NIST SP 800-171 or technical data controlled under ITAR or the EAR.

Social Security numbers, government ID numbers, financial account numbers, credentials or biometric data. No field in the Service asks for any of these and none is needed to model payroll or grant drawdowns.

Personal data of people in the European Economic Area, the United Kingdom, or Switzerland, unless we have signed a data processing agreement with you first.

You remain responsible for anything you submit contrary to this Section, and we may remove it or suspend the affected company if we become aware of it.

3.5 Feedback

If you send us suggestions or feature requests, we may use them freely and without obligation to you. That applies to the idea, not to your data. Anything you include in a support request, bug report, or screenshot stays yours and confidential.

3.6 Security reviews and questionnaires

We do not hold a SOC 2 Type II attestation, an equivalent third-party audit, or run scheduled third-party penetration testing. On written request, and no more than once every twelve months, we will instead give you: a written description of our security measures; our current list of service providers and where they operate; a description of our tenant isolation model and the results of our automated isolation tests; our incident response and breach notification practice; and written answers to your security questionnaire. If we obtain an attestation later we will tell you and make the report available under a nondisclosure agreement. Section 9 of our Privacy Policy describes the measures themselves.

4. Acceptable Use

You agree not to, and not to let anyone else:

(a) Resell, rent, sublicense, or otherwise make the Service available to a third party, beyond inviting authorized users and advisors as these Terms contemplate;

(b) Access any company, account, or data you are not authorized to access, or work around our access controls, seat limits, entitlement checks, or billing;

(c) Reverse engineer, decompile or disassemble the server-side parts of the Service, or try to derive their source code or data models, except where law forbids this restriction;

(d) Reuse the client application code delivered to your browser for anything beyond ordinary use of the Service or use it to build, train, or run a competing product;

(e) Scrape or systematically extract content from the Service by automated means, or put an unreasonable load on it or the infrastructure behind it;

(f) Probe, scan, or test the security of the Service without our prior written permission, or defeat any authentication or security measure;

(g) Introduce malicious code into the Service, or use the Service to store or send it;

(h) Remove or obscure any proprietary notice in the Service; or

(i) Use the Service unlawfully, or for any infringing, defamatory, harassing, or abusive purpose.

You may evaluate the Service and publish your honest opinion of it, including comparisons and performance observations, so long as you are accurate and do not disclose our confidential information.

4.1 Suspension

We may suspend access, in whole or part, on notice — or without notice where circumstances require — if you materially breach Section 4, we reasonably determine your use presents a security risk to the Service or to other customers, or if the law or legal process requires it. We will keep any suspension as narrow and short as the circumstances allow and restore access once the cause is resolved. Non-payment is handled under Section 5.6, not by suspension.

5. Plans, Payment and Cancellation

5.1 Plans and prices

Current plans and prices are on our pricing page and are reproduced below as of the effective date of these Terms. Prices are in United States dollars. Company plans and advisor plans are separate products bought by different people for different things and holding one gives you no rights under the other.

5.2 Free trial

We offer a fourteen-day free trial. The clock is one per account. It starts when you first create a company and is not reset by deleting a company and making another. You may hold one unpaid company at a time.

No payment card is required to start a trial and does not convert automatically into a paid plan. We will never charge you because a trial ran out. When the trial ends, the Service simply stops saving changes to that company — see Section 5.6.

During the trial the Service is provided as is, Sections 2.5 and 2.6 do not apply, and our total liability arising from the trial will not exceed one hundred dollars ($100).

5.3 Billing

Plans are billed monthly in advance through a payment card with our payment processor, Stripe, Inc. Checkout and billing management are hosted by Stripe. We never receive, process, or store your card number. You authorize us, through Stripe, to charge your payment method for each monthly period until you cancel. You can update your card, download invoices, and cancel from the billing portal linked on your Account page.

5.4 Automatic renewal and how to cancel

Your plan renews automatically each month at the then-current price until you cancel.

You can cancel at any time, for any reason or none, without contacting us, from the billing portal on your Account page — in the same number of steps it took to subscribe. Cancellation takes effect at the end of the month you have already paid for. You keep full access, including saving, until then. There are no notice periods or cancellation fees.

5.5 Price changes

We may change prices on at least thirty days’ notice, sent to your registered email address or shown prominently in the Service. A new price applies from the first monthly period starting after that notice period ends. If you do not want to pay it, cancel before then.

5.6 If a payment fails, or a trial ends

If a payment fails, Stripe will retry it and we will tell you in the Service. Access continues while the subscription is past due. If the subscription lapses, or a trial ends without a plan being bought, the Service stops saving changes to that company.

It does not delete, withhold, or lock your data. Your model stays readable and stays exportable and saving resumes as soon as you buy a plan. This is the only consequence of non-payment.

5.7 Refunds

A month that has started is non-refundable and you are not charged for months after you cancel. We will refund the unused part of a paid period if we terminate for convenience under Section 7.3, discontinue the Service under Section 7.4, materially remove functionality you rely on under Section 2.4, if the Service is materially unavailable for more than seventy-two hours under Section 2.5, or where the law requires it. We may also refund at our discretion. Doing so once does not create an entitlement.

5.8 Taxes and billing disputes

Prices exclude tax. Idaho does not tax remotely accessed software, so we do not expect to charge Idaho sales tax on a subscription; other states treat software-as-a-service differently and we will charge and remit whatever we are legally required to collect, itemized at checkout. You are responsible for those taxes apart from taxes on our income. Many grant-funded organizations are tax-exempt — exemption is not applied automatically, so send us your certificate. If you think you have been charged incorrectly, tell us within sixty days of the charge.

6. Waterline Is a Modeling Tool, Not an Adviser

Please read this section. It describes the single most important limit on what Waterline is for.

6.1 No professional advice

We are not certified public accountants, auditors, investment advisers, attorneys, tax advisers or grants administrators. Nothing in the Service and nothing it calculates is financial advice, accounting advice, investment advice, tax advice, legal advice, grant-compliance advice, or a recommendation to do or not do anything. The Service does not keep books of account and is not a system of record. Your accounting records, filings, audits, hiring and spending decisions remain yours, and you should engage qualified professionals for them.

6.2 What the numbers are

Everything the Service produces — projections, runway ranges, zero-cash dates, confidence bands, scenarios, charts, alerts, flags, and exported workbooks — is an estimate calculated from assumptions you supplied. It is forward-looking by design and may not match what happens. In particular:

Runway is shown as a range precisely because the timing is uncertain. Neither the floor, the ceiling, nor anything between them is a promise that your cash will last that long.

Reimbursement lag, drawdown timing, cost share, fringe and indirect rates and payroll burden depend on your awards, your accounting policies and your funders’ actual practices. The Service applies what you entered. It does not read your award documents and cannot check your assumptions against them.

Any flag, alert, or warning — including anything touching tax, payroll burden or compliance — is a prompt to go and look, not a finding that a requirement applies or has been met.

Exported forms and workbooks, including SF-424A and DOE SOPO formats, are drafting aids filled in from your data. You are responsible for reviewing, correcting, and certifying anything you send to a funding agency.

Imported ledger data reflects your accounting system and your own mapping choices at time of import and can drift from the source afterwards.

Do not make a payroll, hiring, borrowing, fundraising, spending or grant decision on the strength of a Waterline number without checking it independently.

6.3 Your award obligations are yours

You are solely responsible for complying with the terms of your grants, cooperative agreements, and contracts; including 2 C.F.R. Part 200, any agency supplement, your negotiated indirect cost rate agreement, cost share commitments, reporting deadlines, and audit requirements. We do not represent that the Service, any output or any exported form satisfies any of them, and we do not become a subrecipient, contractor, or subcontractor under any federal award by providing the Service to you.

7. Term, Cancellation and Termination

7.1 Term

These Terms apply from the moment you first use the Service and continue while you hold an account or an active plan.

7.2 Termination for cause

Either of us may terminate on written notice if the other materially breaches these Terms and does not fix it within thirty days of being told or immediately if the breach cannot be fixed. We may terminate immediately if your breach of Section 4 presents an immediate threat to the security or integrity of the Service or another customer’s data. We will not terminate for convenience without notice.

7.3 Termination by us for convenience

We may terminate on thirty days’ written notice and will refund the unused part of any period you have paid for.

7.4 If we shut the Service down

Waterline is independently operated. If we decide to discontinue the Service, we will give you at least ninety days’ notice, keep export working throughout that period, stop charging you from the date of the notice, and refund the unused part of any period you have paid for.

7.5 What happens afterwards

When your account or plan ends: your right to use the Service ends, subject to the thirty-day retrieval period in Section 8.2; you owe any fees accrued up to that point; and the sections of these Terms that should outlast them — including Sections 3.1, 6, 9, 10, 11, 12, 13 and 14 — survive.

7.6 Insolvency

Either of us may terminate immediately on written notice if the other becomes insolvent, makes a general assignment for the benefit of creditors, has a bankruptcy or insolvency proceeding filed by or against it that is not dismissed within sixty days, has a receiver appointed over a substantial part of its assets, or stops carrying on business in the ordinary course. Section 8.1 export remains available to you throughout.

8. Getting Your Data Out and Deleting It

8.1 Export, always

At any time you hold a company — during a trial, while a payment is past due, and after a subscription has lapsed — an owner of that company can export the whole model as a machine-readable JSON file from the company’s settings. No charge, no request to us, and no waiting. Export is deliberately available, even when saving is not, so that a billing problem can never hold your data hostage. We will not remove or degrade the export function while these Terms are in force.

8.2 After you leave

For thirty days after your account or plan ends, we will keep your data available for retrieval at no charge and keep protecting it as described in our Privacy Policy. After that we have no obligation to keep it.

8.3 Deleting a company

Deleting a company marks it deleted and makes it immediately unreachable to everyone, including through our ordinary application paths. An owner can restore it themselves within thirty days. After thirty days it is permanently purged.

8.4 Deleting your account

You can delete your account from within the Service. That deletes your account data and the companies you solely own and removes you from companies that have another owner of them. We do not delete those, because deleting them would destroy someone else’s data. Account deletion also removes your sign-in record and cannot be undone. What may survive in encrypted platform backups for a limited period and what we keep for legal reasons, is described in the Privacy Policy.

9. Intellectual Property

9.1 Ours

The Service, its documentation, the Waterline name and marks and everything underlying them are ours and are protected by intellectual property law. Delivering client code to your browser in the ordinary course of running the Service transfers no rights in it. You get only the limited right to use the Service that these Terms describe.

9.2 Yours

Your Data and your pre-existing intellectual property stay yours. Apart from the limited license in Section 3.2, nothing here transfers any of it to us.

9.3 Copyright complaints

The Service does not publish user content publicly — there are no public profiles, feeds or shared pages — so infringing material is unlikely to be hosted here. If you nonetheless believe material accessible through the Service infringes your copyright, notify our designated agent, registered with the United States Copyright Office under registration number DMCA-1078019:

Waterline Technology Co., Attn: DMCA Agent, 97 Wilderness Way, Boise, Idaho 83716

info@waterline-runway.com

Your notice must include your physical or electronic signature; identification of the copyrighted work claimed to be infringed; identification of the material complained of and information sufficient to let us locate it; your name, address, telephone number and email address; a statement that you have a good-faith belief the use is not authorized by the owner, its agent or the law; and a statement, under penalty of perjury, that the information is accurate and that you are authorized to act for the owner. We will respond in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512, and will notify the affected customer so they may submit a counter-notification. A counter-notification must contain your signature, identification of the removed material and where it appeared, a statement under penalty of perjury that it was removed by mistake or misidentification, and your name, address and telephone number together with your consent to the jurisdiction of the United States District Court for the District of Idaho and to accept service from the party who sent the original notice. We terminate the accounts of repeat infringers in appropriate circumstances.

10. Confidentiality

Each of us may receive non-public information from the other in connection with these Terms. Each of us will keep it confidential, use it only for the purposes of these Terms, protect it with at least reasonable care, and disclose it only to people and providers who need it and are bound to protect it. Your Data is your confidential information. Our published prices are not confidential. These obligations do not cover information that is public through no fault of the recipient, was already properly known to them, is independently developed without reference to the other’s information, or comes properly from a third party. If either of us is legally compelled to disclose, we will give notice where we lawfully can, disclose the minimum necessary, and seek confidential treatment. These obligations last three years after these Terms end, and for as long as the information remains a trade secret under the Idaho Trade Secrets Act, Idaho Code §§ 48-801 to 48-807.

11. Disclaimers and Limits on Liability

11.1 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, THE DEMO, ANY TRIAL, ANY BETA FUNCTIONALITY AND EVERYTHING THE SERVICE CALCULATES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY NUMBER IT PRODUCES WILL BE ACCURATE, COMPLETE OR SUITABLE FOR ANY PURPOSE. SOME JURISDICTIONS DO NOT ALLOW SOME OF THESE EXCLUSIONS, IN WHICH CASE THEY APPLY AS FAR AS THE LAW ALLOWS.

We do warrant, as stated above, that the Service will perform materially as documented, that we will not knowingly introduce malicious code, and that we hold the rights necessary to provide it. If we breach that, your remedy is for us to fix the problem, credit your fees, or — if we cannot fix it within thirty days of your telling us — cancel and refund the unused part of the period you paid for. We also maintain an automated test suite over the projection engine and will correct reproducible calculation errors we confirm, at no charge; that concerns the arithmetic and is not a warranty about the suitability of any result.

11.2 No indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER OF US IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, FUNDING, DATA, BUSINESS, GOODWILL, ANTICIPATED SAVINGS OR THE COST OF SUBSTITUTE SERVICES, WHATEVER THE THEORY OF LIABILITY AND EVEN IF WARNED THAT SUCH DAMAGES WERE POSSIBLE.

11.3 Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS SET OUT IN SECTIONS 11.4 AND 11.5, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) FIVE HUNDRED DOLLARS ($500).

11.4 Higher cap for confidentiality, security and indemnity claims

FOR CLAIMS ARISING FROM A BREACH OF SECTION 10, FROM OUR BREACH OF SECTION 3.2 OR OF THE SECURITY COMMITMENTS IN OUR PRIVACY POLICY, OR FROM EITHER PARTY’S INDEMNITY UNDER SECTION 12, THE CAP IN SECTION 11.3 IS REPLACED BY THE GREATER OF (A) THREE TIMES THE FEES YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT AND (B) TEN THOUSAND DOLLARS ($10,000). THIS IS A CEILING, NOT AN ADDITIONAL ENTITLEMENT.

11.5 What is not capped

Sections 11.2 to 11.4 do not apply to your obligation to pay fees, to either party’s fraud, willful misconduct or gross negligence, or to any liability that cannot be limited by law. If a court holds that any of these limits cannot be applied to particular conduct, the remaining limits continue to apply to all other claims.

The caps in Sections 11.3 and 11.4 apply per customer. They are not an aggregate limit across all customers, and one customer’s recovery does not reduce what is available to another.

11.6 Reliance on what the Service calculates

Without limiting Section 6, we are not liable for any decision made, action taken or not taken, or loss suffered in reliance on anything the Service calculates — including a cash shortfall, missed payroll, lapsed award, disallowed cost, audit finding, covenant breach or investment decision. This allocation of risk is a condition of what we charge.

11.7 Essential basis

These limits are an essential part of the bargain, our prices reflect them, and they apply even if a limited remedy fails of its essential purpose.

12. Indemnification

12.1 What we cover

We will defend you against any third-party claim that the Service, as we provide it and as you use it in accordance with these Terms, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and will pay damages and costs finally awarded or agreed in a settlement we approve. This does not apply to claims arising from your Data, from use of the Service in breach of these Terms, from combining the Service with something we did not supply, or from continuing to use an infringing version after we have offered an alternative. If a claim like this arises, we may procure the right to keep going, change or replace the Service so it is non-infringing while keeping substantially the same functionality, or — if neither is commercially reasonable — cancel and refund the unused part of your period. That is our entire liability for infringement.

12.2 What you cover

You will defend us and our officers, employees and agents against any third-party claim arising from your Data, including a claim that you had no right or lawful basis to submit it; from your use of the Service in breach of Section 4, including submitting data prohibited by Section 3.4; from your violation of law in connection with the Service; or from anyone’s reliance on something the Service calculated for you, including a claim by a funder, auditor, lender, investor, employee or agency. You will pay damages and costs finally awarded or agreed in a settlement you approve.

12.3 How it works

Whoever is claiming indemnity gives prompt written notice (a delay only excuses the other side to the extent it is actually prejudiced), lets the indemnifying party control the defence and settlement — though no settlement imposing liability or a non-monetary obligation on the indemnified party may be made without its consent, not to be unreasonably withheld — and cooperates reasonably at the indemnifying party’s expense. Either may join with its own counsel at its own cost.

13. Governing Law and Disputes

PLEASE READ THIS SECTION. IT AFFECTS HOW DISPUTES BETWEEN US ARE RESOLVED, INCLUDING A JURY WAIVER AND A CLASS ACTION WAIVER.

13.1 Idaho law

These Terms, and any dispute arising out of or relating to them or to the Service, are governed by the laws of the State of Idaho, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Talk to us first

Before starting proceedings, contact us at legal@waterline-runway.com and give us thirty days to try to resolve the matter. This does not stop either of us seeking an injunction at any time to protect intellectual property or confidential information.

13.3 Where disputes are heard

The state courts of Ada County, Idaho and the United States District Court for the District of Idaho have exclusive jurisdiction, and each of us consents to jurisdiction and venue there and waives any inconvenient-forum objection. Either of us may instead bring an individual claim within the jurisdictional limit in the small claims department of an Idaho magistrate court.

THERE IS NO AGREEMENT TO ARBITRATE. EACH OF US KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY, AND NEITHER OF US MAY BRING A CLAIM AS A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

13.4 Attorney’s fees

This is a commercial transaction, and Idaho Code § 12-120(3) requires that reasonable attorney’s fees be awarded to the prevailing party in a civil action on such a transaction. Consistent with that statute, the prevailing party in any proceeding arising out of or relating to these Terms may recover its reasonable attorney’s fees and costs, including on appeal.

13.5 Time limit

Except for claims about unpaid fees, any claim arising out of or relating to these Terms or the Service must be brought within one year of when it arose. We are agreeing to shorten the period that would otherwise apply under Idaho Code § 5-216.

14. General

14.1 How these Terms change

We may publish a revised version of these Terms. Each version is identified by the date it was published, shown at the top of this document. Where a revision is material, we will ask you to accept it inside the Service before you carry on using it, and we will record which version you accepted and when. While a revision is pending your acceptance, your model stays readable and exportable — you are never locked out of your own data to force agreement. If you would rather not accept, cancel under Section 5.4 and write to us. A revision does not apply retroactively to a month you have already paid for.

14.2 Electronic agreement

We each consent to doing this electronically under the Idaho Uniform Electronic Transactions Act, Idaho Code §§ 28-50-101 et seq., and the federal E-SIGN Act. Clicking, checking a box or otherwise indicating agreement in the Service has the same effect as a handwritten signature.

14.3 Privacy

Our Privacy Policy, at https://www.waterline-runway.com/privacy/, describes what we collect and what we do with it, and is part of these Terms.

14.4 Third-party services

The Service depends on third-party providers and can connect to your accounting system. Those services are run by other companies under their own terms and privacy policies; we do not control them and are not responsible for their availability, security or accuracy. Where you connect QuickBooks Online, you confirm you are authorized to grant that access; we store the resulting credential in an encrypted vault, keep no long-lived access token, use the connection only for imports you ask for, and never write back to your accounting system. You can disconnect from either side at any time. Naming a third-party service is not an endorsement of it. Our responsibility for providers that process your data on our behalf is set out in the Privacy Policy.

14.5 Government users

If you are a United States government agency, or using the Service for one, the Service is “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. § 2.101 and § 12.212 and, for the Department of Defense, 48 C.F.R. §§ 227.7201–227.7204. Your rights in it are only those these Terms grant.

14.6 Export controls and sanctions

You will comply with United States export control and sanctions law, including the Export Administration Regulations and the programs administered by the Treasury Department’s Office of Foreign Assets Control. You confirm you are not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction, and are not on a United States restricted party list. Neither of us has offered or will offer anything of value, directly or indirectly, to a government official or anyone else in violation of the U.S. Foreign Corrupt Practices Act or any other applicable anti-corruption law in connection with these Terms.

14.7 Force majeure

Neither of us is liable for a failure or delay (other than a payment obligation) caused by something beyond reasonable control, including natural disaster, epidemic, war, civil unrest, government action, failure of the public internet, or the failure or interruption of a third-party hosting, database, authentication or payment platform the Service depends on, so long as reasonable efforts are made to resume.

14.8 Publicity

Neither of us will use the other’s name or logo publicly without consent, except that we may list you by name and logo as a customer on our website or in investor materials, and you can opt out of that at any time by writing to us. We may also publish aggregate, de-identified statistics about our customer base as described in the Privacy Policy, and you can exclude any company from those in its settings.

14.9 Assignment

You may not assign these Terms without our written consent, not to be unreasonably withheld. We may assign them to an affiliate or in connection with a merger, acquisition, reorganization or sale of substantially all our assets, provided the assignee agrees to be bound. Any other purported assignment is void.

14.10 Independent parties, no third-party beneficiaries

We are independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship, and neither of us may bind the other. These Terms benefit only you and us and our permitted successors.

14.11 Waiver, severability, entire agreement

A waiver is only effective in writing, and not exercising a right does not waive it. If a provision is held invalid or unenforceable, it will be narrowed only as far as needed to make it enforceable while keeping our intent, and the rest stays in force. These Terms, together with the Privacy Policy and the pricing page, are the entire agreement between us about the Service and supersede everything said beforehand — except that a signed Order Form, if we have one, controls where it conflicts.

14.12 Notices

We may give you notice by email to the address registered on your account, by a notice inside the Service, or by post to an address you have given us. Email notice is effective on the first business day after we send it. Notice to us must go to legal@waterline-runway.com and is effective on receipt. Keep your registered email address current — it is how you will hear about a billing failure, a security matter, or a change to these Terms.

15. How to Reach Us

Waterline Technology Co.

97 Wilderness Way, Boise, Idaho 83716

General and support: info@waterline-runway.com

Legal notices, copyright and disputes: info@waterline-runway.com

Privacy: info@waterline-runway.com

Website: https://www.waterline-runway.com · Application: https://app.waterline-runway.com