Terms of service

Effective August 5, 2026 · LateShift LLC · support@proofwalk.io

1. Who this is between

These terms are an agreement between LateShift LLC, a limited liability company organized in Florida and operating the Proofwalk service ("we", "us"), and the company that subscribes to the service ("you", "Customer"). They apply when you sign an order form referring to them, when you use the service, or when anyone joins a session you created. Where a signed agreement between us says something different, that agreement wins.

2. What the service is

Proofwalk lets a remote specialist see live video from an on-site technician's phone camera, guide the work, and collect photographs and checklist evidence into a job report. The technician needs no account and installs nothing. The current features are described on our website and may change as the product develops, but we will not materially reduce the core functionality of a plan during a term you have already paid for.

3. Accounts and seats

A seat is for one named person. Seats are not to be shared or passed between people, though a seat can be reassigned when someone leaves.
You are responsible for what happens under your seats, and for keeping credentials confidential. Tell us promptly at support@proofwalk.io if you believe a credential has been compromised.
Your administrators control who holds a seat in your company and what checklists exist. We do not police that for you.
Every seat in your company can see every session your company created. That is deliberate, so a colleague can pick up an unfinished job. Do not use Proofwalk for work that must be hidden from your own team.

4. Technicians and join links

This is the part of the service that behaves differently from most software, so it is worth stating plainly.

A join link is the whole credential. Anyone holding it can join that one session until the session is closed. Send it only to the person meant to receive it, and close sessions when the job is done.
Technicians are not your users or ours in any account sense. They agree to nothing by tapping a link beyond what the joining screen tells them.
You are responsible for having the right to invite each technician, to view their camera feed, and to collect and keep what the session produces.

5. Your responsibilities

Consent to be seen and recorded. Before a session, make sure the technician knows they will be on camera and, if you intend to record, that the session may be recorded. Several jurisdictions require every party to consent before audio is recorded, and some require it before video is. Getting that consent is yours to do.
Other people's property and premises. A technician's camera can capture a customer's site, their equipment, their paperwork and sometimes their staff. Make sure you are permitted to capture and keep those images.
Lawful use. Use the service in line with the law that applies to you, including privacy, recording, employment and export law.
Accuracy. A Proofwalk report records what was captured and when. It does not verify that the work was done correctly. That judgement stays with your specialist.

6. What you must not do

Use the service to record anyone covertly, or in any way you have not told them about.
Capture the inside of a home, a person's body, or any medical, financial or identity document that the job does not require.
Attempt to reach sessions, tenants or data that are not yours, or to test our security without our written permission.
Use the relay as a general-purpose network route, resell the service, or run it for a third party as your own product without a written agreement.
Upload malware, or content that is unlawful or infringing.
Circumvent seat limits, session allowances or rate limits.

We may suspend access without notice where we reasonably believe there is a security risk, an unlawful use, or a risk to the service for other customers. We will tell you why as soon as we practically can.

7. Who owns what

Your content is yours. Photographs, recordings, chat, checklists, reports and job details created through your sessions belong to you. You grant us only the licence we need to host, process and display that content in order to run the service for you.
The software is ours. Proofwalk, its code, design and documentation remain the property of LateShift LLC. Nothing here transfers ownership of it.
Feedback. If you send us suggestions we may use them freely and without obligation.

How we handle your content as a processor is set out in the data processing agreement.

8. Fees

Fees, seat counts and session allowances are set out in your order form.
Annual plans are invoiced in advance. Payment is due within 30 days of the invoice date unless the order form says otherwise.
Adding seats mid-term is charged pro rata. Seat reductions take effect at renewal.
Fees exclude taxes, which you are responsible for except for taxes on our income.
We may change prices at renewal with at least 30 days' notice before the renewal date.

9. Term, renewal and ending it

The term is set out in your order form and renews for successive equal terms unless either of us gives notice at least 30 days before the end of the current term.
Either of us may end the agreement if the other materially breaches it and does not fix the breach within 30 days of written notice.
On termination your access ends. You may ask us for a copy of your content, and we will provide it, at any point up to 30 days after termination. After that we delete it in line with the data processing agreement.
Fees already paid are not refundable except where we have materially breached.

10. Availability

We work to keep Proofwalk available and will give reasonable notice of planned maintenance where we can. Unless your order form includes a written service level agreement, the service is provided without an uptime commitment and without service credits.

11. Not for emergencies

Proofwalk is not an emergency service and must not be relied on where a delay or a failed connection could cause injury or serious damage. It depends on a mobile network, a browser and a phone we do not control. Never let a Proofwalk session substitute for a required safety procedure, a qualified on-site inspection, or contacting emergency services.

12. Warranties

We warrant that we will provide the service with reasonable skill and care. Beyond that the service is provided "as is". To the fullest extent the law allows we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the service will be uninterrupted or error free, or that a session will connect on any given network.

13. Limitation of liability

Neither of us is liable for indirect, incidental, special or consequential loss, or for lost profits, revenue, or data, however caused. Each party's total liability arising out of this agreement is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

That cap does not apply to your obligations under section 14 (Indemnity), which are uncapped. Nor does it limit liability that cannot lawfully be limited, including for death or personal injury caused by negligence, or for fraud.

A higher cap may be agreed in writing for particular categories of claim, such as a breach of privacy or security obligations. Where an order form names such a category and a corresponding amount, that amount applies to those claims in place of the cap above.

14. Indemnity

You will defend and indemnify us against claims brought by a third party, including a technician or your own customer, arising from content captured through your sessions or from your failure to obtain a consent or permission described in section 5.

Needs legal review, and one decision. This clause is the main protection against a recording consent claim reaching us rather than the customer who ran the session, and it is now carved out of the liability cap so it is worth what it says. Its wording still matters more than most of this document.

The decision: this indemnity runs one way. The market standard is mutual, with the provider also indemnifying the customer against claims that the service infringes someone's intellectual property. Offering that is tied to carrying insurance that could answer it, so the two are one decision. See CONTRACTS.md.

15. Confidentiality

Each of us may receive information the other treats as confidential. Neither of us will disclose it except to people who need it and are bound to keep it confidential, or where the law requires disclosure. This does not apply to information that is public through no fault of the receiver, was already known, or is independently developed.

16. Changes to these terms

We may update these terms. For changes that materially affect your rights we will give at least 30 days' notice to your administrators, and the change takes effect at your next renewal rather than immediately.

17. Governing law

This agreement is governed by the laws of the State of Florida, without regard to its conflict of laws rules, and the courts of Pinellas County, Florida have exclusive jurisdiction.

Needs a decision, then legal review. Whether to add a mandatory arbitration clause and a class action waiver is a real choice with tradeoffs, not a default. It is left out here on purpose so it is chosen rather than inherited.

18. General

Neither of us may assign this agreement without the other's consent, except to a successor of the whole business.
If a provision is unenforceable, the rest stands.
Failure to enforce a term is not a waiver of it.
These terms, the data processing agreement, and your order form are the entire agreement between us on this subject.

Contact

LateShift LLC, 7901 4th St N STE 300, St. Petersburg, FL 33702, USA. Email support@proofwalk.io.