Terms of Service

1. Who these terms cover

These Terms of Service and End-User License Agreement (Terms) are between Birkly LLC (Birkly, we, us) and the organization or individual accepting them (Customer, you). They cover Birkly's business operations, studio and retail workflows, communications, document tools, related applications and extensions, and any accounting features expressly made available to you (Services).

An individual accepting these Terms for an organization must have authority to bind that organization. Administrative accounts are for adults who are at least 18 years old. Staff and other authorized users must follow these Terms within the access the Customer grants them.

These Terms take effect only when accepted through an affirmative agreement process or incorporated into a signed customer agreement. The effective date identifies this published version; visiting this page alone does not create a customer service agreement. A signed order or service agreement controls a direct conflict on its subject matter; a data processing agreement controls a direct conflict about processing Customer personal data. The Privacy Policy explains our data practices and does not substitute for consent where consent is required.

2. The service and your license

Subject to these Terms and your applicable plan or written agreement, Birkly grants you a limited, non-exclusive, non-transferable right to access the Services for your lawful business operations. For Birkly software installed on your devices, this includes a limited license to install and use that software on authorized devices during your service term. You may permit authorized staff and service providers to use your workspace within their assigned roles.

Features vary by configuration, plan, connected provider, and availability. A roadmap, demonstration, questionnaire, or preview is not a promise that a feature is available or will be delivered by a particular date. Any beta or pilot use must be identified as such and should not be your sole copy of business-critical records.

Birkly retains ownership of its software, designs, documentation, trademarks, and other intellectual property. You may not resell the Services, offer unauthorized access, remove ownership notices, or copy or reverse engineer software except to the extent applicable law expressly permits it. Separate open-source licenses govern components distributed under those licenses.

3. Accounts, permissions, and security

You are responsible for keeping account information accurate, granting appropriate user access, protecting your credentials and devices, and promptly removing access when it is no longer needed. Use required multi-factor authentication and do not share individual user accounts. Notify us promptly if you suspect unauthorized access.

Each connected company or studio requires its own valid authorization. Access to one workspace or QuickBooks company does not authorize access to another. You must have permission to connect a third-party account and to instruct Birkly to read or change its records. You remain responsible for your authorized users' actions, except to the extent a problem is caused by Birkly's breach of these Terms or applicable law. Common ownership of multiple businesses does not merge their workspaces or replace company-specific permissions.

4. Your content and our responsibilities

You retain your rights in the records, documents, templates, messages, and other content you provide or authorize us to access (Customer Content). You grant Birkly a limited right to host, copy, transmit, display, and process that content only as needed to provide, secure, maintain, and support the Services for you, follow your lawful instructions, and comply with applicable law. This does not transfer ownership or authorize sale of your content or its use to train general-purpose AI models.

You must have the necessary rights, notices, and permissions for Customer Content, including data about students, employees, suppliers, and other people. Birkly will apply reasonable safeguards appropriate to the nature of the Services and data, and will handle personal data as described in the Privacy Policy and any applicable data processing agreement. Neither party is relieved of its own legal obligations by the other party's responsibilities.

Keep appropriate independent copies of essential business records. Birkly's synchronization, document handling, or software output does not itself satisfy your legal recordkeeping, tax, accounting, or professional obligations.

5. Connected services and third parties

Birkly can work with services such as Mindbody, Zoom, Brevo, Flowhub, and Metrc when configured for your organization. Their accounts, availability, fees, permissions, and terms remain separate. You authorize only the operations supported by the connection and your configuration; a connected account is not blanket permission for every possible action.

Provider changes, outages, access restrictions, or subscription changes can interrupt a feature. Birkly may pause an affected operation, require renewed authorization, or limit features that your provider plan no longer supports. We do not guarantee third-party availability or endorse a provider merely by integrating with it.

Birkly support is available at mike@birkly.app. Planned in-app contact tools will be made available when implemented. Intuit and other connected providers are not parties to these Terms and do not assume Birkly's support or other obligations. No integration or use of a provider's name implies sponsorship or endorsement.

Retail modules may support inventory views, incoming-manifest review, menus, intake records, and draft product names within the enabled workflow. The documented Flowhub inventory and Metrc incoming-manifest connections are read-only; other actions require their own expressly enabled permissions. Retail AI drafting requires operator review and does not independently approve product identity, compliance, publication, or changes to provider records. The Customer remains responsible for required licenses, product information, and regulatory decisions.

6. Planned QuickBooks and AI accounting features

Birkly's QuickBooks integration and AI accounting features are in development. This section applies when those features are made available and activated for your organization. Publication of these Terms does not represent that Intuit has approved production access or that a feature is available.

The initial intended scope is accounting records and supporting documents, including document matching, attachments, and suggested reconciliation or categorization. It excludes payment processing and money movement. QuickBooks access will require authorization for the specific company. Accounting writes will require your authorization through the available workflow; suggestions alone do not authorize posting.

Review proposed matches, amounts, dates, categories, and company selection before approving a change. AI-generated content may be incomplete or incorrect and is not accounting, tax, legal, investment, or other professional advice. Use qualified professional judgment where needed. Cross-company work requires authorization for each company and does not authorize unrelated clients to see one another's information.

QuickBooks data is intended to be processed only to serve the original Customer's authorized work, not sold, shared for another customer's benefit, used for unrelated advertising, or used to train general-purpose AI models. Sending such data to an external AI service is not authorized by these Terms alone. It requires confirmation that Intuit permits the processing, appropriate provider terms and settings, accurate disclosure, and any required customer authorization.

You may revoke a connection using available provider controls or contact Birkly for assistance. Disconnecting stops future access under the revoked authorization; it does not undo transactions already posted or automatically erase records subject to a valid retention obligation.

7. Studio communications and electronic documents

The Customer is responsible for its class offerings, participation rules, staff instructions, message content, recipient permissions, and required unsubscribe choices. Do not use Birkly to send unlawful or unsolicited messages. Birkly may block messages or pause delivery to address abuse, errors, provider limits, or compliance concerns.

A studio's participation agreement, waiver, refund policy, and electronic-signature consent are separate from these Terms. The studio is responsible for obtaining appropriate legal review of its forms and for explaining its own policies. Birkly provides software for collecting and preserving records; it does not guarantee that a waiver is enforceable or that a particular document is legally sufficient.

Signed records may need to be preserved without alteration. Corrections may require a new document or an additional audit record rather than editing the original. Participant and guardian workflows must use the process actually enabled and authorized for the studio. These Terms do not expand the currently supported electronic signing process for minors.

8. Acceptable use

Do not use the Services to violate law or another person's rights, access records without permission, bypass security or tenant boundaries, distribute malware, interfere with service operation, or misrepresent identity or authority. Do not upload payment-card security codes, account passwords, or unrelated sensitive records into ordinary documents or support messages.

Customers in regulated industries may use the business workflows Birkly expressly makes available for their organization, subject to applicable law and provider restrictions. Availability of one workflow does not authorize every regulated activity or category of sensitive data. Uses requiring additional contractual or technical safeguards, including a healthcare business associate agreement, require Birkly's express written agreement and those safeguards before use. Birkly may investigate suspected misuse using access proportionate to the issue and the Privacy Policy.

9. Fees and commercial terms

Fees, billing periods, payment methods, taxes, renewals, cancellation timing, and any service-level commitments must be stated in the applicable order, plan, or written agreement accepted by you. These Terms alone do not enroll you in a paid plan or authorize automatic renewal. Third-party service charges remain subject to your separate arrangements with those providers.

If a written agreement does not specify a billing term, Birkly will obtain your agreement before charging it. Mandatory refund or consumer rights apply regardless of an inconsistent term in a plan or agreement.

10. Suspension, ending service, and records

You may request closure of your Birkly account by contacting us; any agreed billing and cancellation terms still apply. Birkly may suspend affected access promptly when reasonably necessary to address a security threat, unlawful use, serious misuse, or a binding legal or provider requirement. We will give notice and an opportunity to resolve the issue when doing so is practicable and appropriate.

For an ordinary termination initiated by Birkly without Customer fault, we will provide at least 30 days' notice and a proportionate refund of prepaid, unused Birkly service fees, unless the written agreement provides a different lawful arrangement.

Before service ends, request an available export of the records you need to keep. We will reasonably assist with return or deletion requests, subject to identity and authority checks, the applicable agreement, legal holds, and the retention limits described in the Privacy Policy. Immediate removal of every backup or signed record is not promised. Rights and obligations that by their nature survive termination, including accrued payment obligations, content ownership, applicable confidentiality, and liability provisions, survive.

11. Service limitations and warranties

Birkly will use reasonable care in providing the Services. Except for express commitments in these Terms or a signed agreement, and to the extent permitted by law, the Services are provided as available without additional warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not promise uninterrupted operation, error-free outputs, or that every security threat can be prevented.

These limitations do not remove a warranty, remedy, or other right that applicable law does not allow the parties to exclude. They do not excuse Birkly from its express data-protection commitments.

12. Limitation of liability

To the extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, or lost profits, arising from these Terms. A party's aggregate liability arising from the Services is limited to the greater of USD 1,000 or the Birkly fees paid or payable by the Customer during the 12 months before the event giving rise to the claim.

The exclusions and cap do not apply to fraud, willful misconduct, gross negligence, a party's breach of its confidentiality or personal-data protection obligations, payment obligations, or liability that cannot lawfully be limited. A separately negotiated agreement may provide different allocations of risk. Nothing in these Terms waives mandatory consumer protections.

13. Changes, disputes, and general terms

Birkly will identify the effective date of updated Terms and give reasonable notice of material changes through an appropriate account or contact channel. Where affirmative acceptance or consent is required, a website update alone will not replace it. Changes will not retroactively authorize a materially different use of previously collected personal data.

Oregon law governs these Terms, without its conflict-of-law rules, while preserving mandatory protections that apply to you. Before filing a dispute, please contact us so we can attempt to resolve it. These Terms do not impose mandatory arbitration or a class-action waiver. Courts with lawful jurisdiction remain available.

If a provision is unenforceable, the remaining provisions continue to apply to the extent permitted by law. Neither party may transfer this agreement in a way that removes the other party's applicable rights; an assignment in a legitimate business reorganization must preserve applicable data-protection obligations. No failure to enforce a provision is a permanent waiver. These Terms and the applicable signed agreements form the agreement for their subject matter.

14. Contact Birkly

Birkly LLC • 1740 NW Pence Ln, Ste 4, Bend, OR 97703, United States.

For support, account closure, contract questions, or security concerns, email mike@birkly.app. Do not include passwords, access tokens, or unnecessary personal or financial information in your message.