Terms of Service

These Terms of Service (the “Terms”) are an agreement between Millwell Road, LLC, of Waukee, Iowa 50263 (“Millwell Road,” “Company,” “we,” “us,” or “our”), and the person or entity licensing or using a Product (“Licensee,” “you,” or “your”).

These Terms govern your license, download, installation, access to, and use of the Company’s software products and training materials, including the Wrench Monkey Pro Corporate Edition, Wrench Monkey Pro Coordinator Tool, and Standalone Training Course, together with related documentation and materials (collectively, the “Products”).

BY LICENSING, DOWNLOADING, INSTALLING, ACCESSING, OR USING A PRODUCT, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT LICENSE, DOWNLOAD, INSTALL, ACCESS, OR USE THE PRODUCT.

If you accept these Terms on behalf of a business or other organization, you represent and warrant that you have authority to bind that entity. In that case, “Licensee,” “you,” and “your” refer to that entity.

1. The Products

The Products may include software tools, educational resources, workflows, prompts, checklists, documentation, training content, and related materials made available by Company.

The Products are downloadable products intended to be installed and run on Licensee’s own computer. The Products are designed to operate offline and are not online software-as-a-service products.

Company may update, modify, replace, suspend, or discontinue any Product, feature, content, workflow, documentation, or version at any time. Except as expressly stated in these Terms, Company has no obligation to provide updates, upgrades, new versions, corrections, maintenance, support, replacement files, download access, compatibility assistance, or continued availability of any Product or related material.

2. Eligibility and Permitted Use

The Products may be licensed by individuals or entities for lawful purposes, subject to these Terms.

Licensee is responsible for ensuring that its use of the Products complies with applicable law, safety requirements, manufacturer instructions, and these Terms.

If Licensee is an entity, Licensee may permit its employees and other authorized personnel to use the applicable Product solely on Licensee’s behalf and subject to these Terms. Licensee is responsible for the acts and omissions of its authorized users.

Notwithstanding any other provision of this Agreement, Licensee may allow Licensee’s employees to access and use the Product and Wrench Monkey Pro Corporate Edition Licensee’s are authorized to make trainee copies and distribute those copies to Licensee’s employees.

3. License, Delivery, and Payment

3.1 One-Time License

Each Product is licensed for a one-time payment. The Products are not subscriptions. No Product automatically renews, and no cancellation is required to prevent future charges.

3.2 Payment Processor and Delivery

Licenses are processed through Lemon Squeezy, Company’s third-party payment processor and checkout provider. By submitting payment information through Lemon Squeezy’s checkout page, Licensee authorizes Lemon Squeezy to process the applicable one-time license fee and any applicable taxes.

After a completed payment, Licensee will receive a download link by email. Licensee may also be able to access prior licenses through Lemon Squeezy’s “My Orders” page, subject to Lemon Squeezy’s availability and policies.

3.3 Refunds

Company will not issue a refund more than sixty (60) days after the date of Licensee’s payment.

Any refund request submitted within sixty (60) days after payment will be evaluated by Company in its discretion, except to the extent a refund is required by applicable law.

4. License Term; Support; Termination

4.1 License Grant

Subject to Licensee’s payment of the applicable one-time license price and compliance with these Terms, Company grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the applicable Product solely for Licensee’s own lawful use.

The license applies only to the Product licensed by Licensee and does not include any right to receive or use future products, new versions, upgrades, updates, additional materials, or other products or services unless Company expressly provides them in writing.

4.2 Perpetual License Term

Unless earlier terminated under these Terms, the license granted in Section 4.1 is perpetual.

For clarity, Licensee may continue to use the version of the Product originally downloaded or otherwise provided to Licensee, subject to these Terms. Company does not guarantee that the Product will remain compatible with Licensee’s hardware, operating system, software, files, or other technology over time.

4.3 Support and Company Obligations After Five Years

Company may, but is not obligated to, provide support, updates, fixes, replacements, maintenance, compatibility assistance, replacement download links, or other assistance during the first five (5) years after Licensee’s payment for the license of the applicable Product.

Beginning five (5) years after Licensee’s payment for the applicable Product, Company will have no contractual obligations to Licensee including any obligation to provide:

• technical support;
• customer service;
• updates, upgrades, patches, fixes, or new versions;
• maintenance or compatibility assistance;
• replacement files, download links, or access to prior licenses;
• training, documentation, or other materials;
• continued availability of the Product; or
• any other service, assistance, performance, or accommodation.

Nothing in this Section requires Company to provide support or other assistance during the first five (5) years after payment. Any assistance Company elects to provide is voluntary and may be modified, limited, or discontinued at any time.

4.4 Termination for Breach

Company may terminate Licensee’s license immediately upon written notice if Licensee violates these Terms or uses the Product in a manner that creates a legal, safety, security, operational, or reputational risk for Company or another person.

Upon termination, Licensee must immediately stop using the Product and delete or destroy all copies of the Product in Licensee’s possession or control.

5. Use Restrictions

Except as expressly permitted in these Terms, Licensee will not, and will not permit any third party to:

• copy, reproduce, modify, adapt, translate, or create derivative works of a Product;
• sell, resell, rent, lease, sublicense, assign, distribute, publish, share, or otherwise make a Product available to a third party;
• reverse engineer, decompile, disassemble, or attempt to discover the source code, algorithms, models, methods, or underlying ideas of a Product, except to the limited extent a restriction is prohibited by applicable law;
• remove, obscure, or alter any copyright, trademark, confidentiality, or other proprietary-rights notice;
• use a Product to develop, train, test, market, or support a competing product or service;
• interfere with the security, integrity, availability, or performance of a Product;
• use a Product in violation of applicable law, safety rules, manufacturer instructions, or these Terms; or
• use a Product for or in connection with any unlawful, harmful, fraudulent, deceptive, or unsafe activity.

6. Local Data; No Transmission of Product Data

The Products are designed to operate locally on Licensee’s computer.

Information entered by Licensee into a Product, such as vendor lists, notes, history, operational information, vehicle or equipment information, or other records, remains on Licensee’s computer. The Products do not transmit that information to Company.

Licensee is solely responsible for:

• maintaining appropriate backups of information entered into a Product;
• securing Licensee’s computer and any locally stored information;
• controlling access to the Product and related files; and
• ensuring that Licensee has the right to enter, store, use, and maintain information in the Product.

Company may receive limited information that Licensee separately provides in connection with a license, refund request, customer-support request, or other direct communication with Company. Payment and checkout information is processed through Lemon Squeezy as described in Section 3.

7. Nature of the Products; Independent Review Required

The Products are coordination, educational, training, and decision-support tools. The Products are not diagnostic tools, repair services, maintenance services, inspection services, engineering services, safety-certification services, or substitutes for professional judgment.

Licensee acknowledges and agrees that:

• the Products do not diagnose, repair, inspect, certify, validate, guarantee, or approve the condition, safety, roadworthiness, compliance, performance, or fitness of any vehicle, equipment, component, workplace, process, or person;
• Company does not represent that any Product output has been independently validated, certified, tested, approved, or accepted by a manufacturer, governmental authority, insurer, regulator, standards organization, or other third party;
• Product outputs may contain errors, omissions, inaccuracies, outdated information, incomplete information, or recommendations that are unsuitable for Licensee’s particular circumstances;
• Licensee must independently review and verify all Product outputs for accuracy, completeness, and suitability before relying on, acting on, communicating, or implementing them;
• the mechanic, technician, operator, supervisor, fleet manager, or other person performing or directing work remains solely responsible for that work and all related decisions;
• Licensee and its personnel remain solely responsible for decisions concerning vehicle operation, inspection, diagnosis, maintenance, repair, replacement, safety procedures, worksite practices, regulatory compliance, and the use of tools or equipment; and
• Licensee must obtain independent professional judgment, inspection, diagnosis, engineering review, repair advice, maintenance advice, safety review, or other qualified assistance where appropriate.

Licensee must not use a Product as the sole basis for a decision involving the safety, operation, maintenance, repair, replacement, or disposition of a vehicle, equipment, component, workplace, or process.

8. Prohibited High-Risk and Critical Uses

Licensee must not use, and must not permit any person to use, a Product in connection with any activity where an error, delay, omission, inaccurate output, or Product malfunction could reasonably be expected to cause death, bodily injury, serious property damage, environmental harm, or material operational harm.

Without limiting the foregoing, Licensee must not rely on a Product for the design, operation, control, monitoring, maintenance, repair, or safety management of critical infrastructure or other high-risk systems, including:

• emergency-response systems;
• medical or life-support systems;
• public-utility systems;
• power-generation or power-transmission systems;
• water or wastewater systems;
• transportation-control systems;
• hazardous-material systems;
• safety-critical industrial systems; or
• any system requiring fail-safe, real-time, or error-free performance.

Licensee is solely responsible for implementing appropriate independent review, human oversight, backup procedures, safety protocols, testing, and risk controls for its operations.

9. No Professional Services

Company provides downloadable software, training materials, and related informational content only. Company does not provide professional repair, maintenance, diagnostic, inspection, engineering, safety, regulatory, legal, medical, or other professional services.

No Product output, content, communication, feature, workflow, checklist, training material, or other material made available by Company creates a professional-services relationship between Company and Licensee or between Company and any Licensee employee, contractor, mechanic, technician, operator, or other person.

Licensee must not represent that Company has diagnosed, inspected, approved, certified, repaired, maintained, or guaranteed any vehicle, equipment, component, process, safety practice, or result.

10. Intellectual Property

As between the parties, Company and its licensors retain all right, title, and interest in and to the Products, including all software, content, documentation, workflows, interfaces, designs, trademarks, trade names, logos, technology, know-how, and related intellectual-property rights.

Except for the limited license expressly granted in these Terms, no right, title, or interest in the Products is granted to Licensee.

If Licensee provides Company with suggestions, ideas, enhancement requests, or other feedback regarding a Product (“Feedback”), Licensee grants Company a perpetual, irrevocable, worldwide, royalty-free right to use, disclose, reproduce, modify, license, distribute, and otherwise exploit that Feedback without restriction or compensation.

11. Confidentiality

Each party may receive non-public information from the other party that is identified as confidential or reasonably should be understood to be confidential under the circumstances (“Confidential Information”).

The receiving party will:

• use the disclosing party’s Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms;
• protect the Confidential Information using at least reasonable care; and
• disclose Confidential Information only to personnel, contractors, and professional advisors who have a need to know it and are subject to confidentiality obligations at least as protective as those in these Terms.

Confidential Information does not include information that the receiving party can demonstrate:

• is or becomes publicly available through no breach of these Terms;
• was lawfully known to the receiving party without confidentiality obligations before disclosure;
• is lawfully received from a third party without confidentiality obligations; or
• is independently developed without use of the disclosing party’s Confidential Information.

A party may disclose Confidential Information when required by law, subpoena, or court order, provided that, when legally permitted, it gives prompt notice to the other party and reasonably cooperates with efforts to obtain confidential treatment.

12. Warranty Disclaimer

THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, QUIET ENJOYMENT, AND THAT THE PRODUCTS WILL BE ERROR-FREE, SECURE, COMPLETE, CURRENT, COMPATIBLE WITH ANY PARTICULAR COMPUTER, OPERATING SYSTEM, OR SOFTWARE ENVIRONMENT, OR FREE OF HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT OR REPRESENT THAT:

• a Product will produce any particular result, outcome, repair, diagnosis, savings, safety benefit, compliance result, or operational improvement;
• any Product output will be correct, complete, current, accurate, safe, suitable, or appropriate for Licensee’s needs;
• use of a Product will prevent equipment failure, injury, property damage, downtime, loss, noncompliance, or any other event;
• a Product will meet Licensee’s legal, regulatory, insurance, safety, operational, repair, maintenance, or business requirements;
• a Product will remain compatible with Licensee’s hardware, operating system, software, or other technology; or
• Company will provide updates, support, maintenance, download access, replacement files, replacements, or continued availability of a Product, whether during or after the five-year period described in Section 4.3.

Licensee’s license, download, installation, access to, use of, and reliance on any Product or Product output are at Licensee’s sole risk.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OPPORTUNITY, VEHICLE AVAILABILITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO A PRODUCT OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE FOR ANY CLAIM, LOSS, DAMAGE, COST, EXPENSE, INJURY, DEATH, PROPERTY DAMAGE, EQUIPMENT DAMAGE, VEHICLE DAMAGE, REPAIR COST, MAINTENANCE COST, REGULATORY FINE, OR OTHER LIABILITY ARISING FROM OR RELATING TO:

• Licensee’s or any third party’s operation, inspection, diagnosis, maintenance, repair, replacement, alteration, or use of any vehicle, equipment, component, tool, workplace, process, or system;
• a decision made or action taken, or not taken, based in whole or in part on a Product or Product output;
• Licensee’s failure to independently review or verify Product outputs;
• Licensee’s failure to obtain appropriate professional judgment, inspection, diagnosis, maintenance, repair, engineering review, or safety review;
• Licensee’s use of a Product for a prohibited high-risk or critical use;
• Licensee’s loss of locally stored information, including information entered into a Product; or
• Licensee’s breach of these Terms, applicable law, safety requirements, or manufacturer instructions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PRODUCT OR THESE TERMS WILL NOT EXCEED TWICE THE FEES PAID BY LICENSEE FOR THE PRODUCT GIVING RISE TO THE CLAIM.

The exclusions and limitations in this Section apply regardless of the form of action, whether in contract, tort, negligence, strict liability, statute, or otherwise, and even if any limited remedy fails of its essential purpose.

Nothing in these Terms excludes or limits liability to the extent that an exclusion or limitation is prohibited by applicable law.

14. Indemnification

Licensee will defend, indemnify, and hold harmless Company, its affiliates, licensors, and their respective officers, directors, employees, agents, and contractors from and against all third-party claims, demands, actions, damages, losses, liabilities, judgments, settlements, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• Licensee’s or its authorized users’ access to or use of a Product in violation of these Terms or applicable law;
• Licensee’s operation, inspection, diagnosis, maintenance, repair, replacement, alteration, or use of any vehicle, equipment, component, tool, workplace, process, or system;
• Licensee’s failure to implement appropriate safety procedures, training, supervision, independent review, inspections, maintenance practices, or compliance protocols;
• Licensee’s use of a Product output without independent review and verification;
• Licensee’s use of a Product for a prohibited high-risk or critical use; or
• bodily injury, death, or property damage caused by Licensee or its personnel, contractors, agents, or authorized users.

Company will provide prompt notice of an indemnified claim, provided that delayed notice relieves Licensee of its obligations only to the extent Licensee is materially prejudiced by the delay. Licensee may not settle a claim in a manner that imposes liability, obligation, admission, or restriction on Company without Company’s prior written consent.

15. Governing Law and Venue

These Terms and any dispute arising out of or relating to a Product or these Terms are governed by the laws of the State of Iowa, without regard to conflict-of-laws principles.

Any action or proceeding arising out of or relating to a Product or these Terms must be brought exclusively in the state or federal courts located in Polk County, Iowa. Each party consents to the personal jurisdiction and venue of those courts.

16. Informal Dispute Resolution

Before filing a legal action arising out of or relating to a Product or these Terms, the party asserting the dispute must provide written notice describing the dispute in reasonable detail and allow the other party at least thirty (30) days to attempt to resolve it informally.

Nothing in this Section prevents either party from seeking temporary, preliminary, or equitable relief necessary to protect its intellectual property, Confidential Information, or other legal rights.

17. Changes to These Terms

Company may revise these Terms from time to time. Revised Terms will become effective when posted on Company’s website or on another effective date identified by Company.

Revised Terms will apply prospectively. Unless Company expressly states otherwise, a revision will not extend the license for a Product already licensed.

18. General

These Terms, together with the applicable checkout terms and order confirmation, constitute the entire agreement between Licensee and Company regarding the applicable Product and supersede all prior or contemporaneous agreements, representations, and understandings relating to that Product.

Licensee may not assign or transfer these Terms or any license granted under these Terms without Company’s prior written consent. Company may assign these Terms in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, or similar transaction.

If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in effect.

Company’s failure to enforce any provision is not a waiver of that provision or any other provision.

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, excluding Licensee’s payment obligations.

Sections that by their nature should survive expiration or termination will survive, including Sections 5 through 18.

19. Contact Information

Questions about these Terms or a Product may be directed to:

Millwell Road, LLC
Waukee, Iowa 50263
Email: support@wrenchmonkeypro.com
Website: wrenchmonkeypro.com