Terms of Service

1. Acceptance and Authority

These Terms of Service ("Terms") govern access to and use of Brass Till, including the website, hosted application, platform tools, support, and related services (collectively, the "Service"). The Service is provided by Diamond Piper WD&D LLC, doing business as Diamond Piper WD&D ("Diamond Piper," "we," "us," or "our").

By signing in, accessing, ordering, purchasing, or using the Service, the person doing so agrees to these Terms individually and, when acting for a company, store, organization, or other entity, on that entity's behalf. That person represents that they are at least 18 years old and have authority to bind the entity using the Service (the "Customer"). If the person does not agree or lacks authority, the Service must not be used.

A proposal, order form, invoice, signed agreement, onboarding document, or other written arrangement between Diamond Piper and Customer may contain additional terms. If there is a direct conflict, the specifically negotiated written terms control over these Terms for that conflict.

When Brass Till presents a required acceptance screen, checking the required boxes and clicking Agree and Continue is an affirmative electronic acceptance of the versions shown. Diamond Piper may retain an acceptance record containing the user's account and Store details, role, the Terms and Privacy Policy versions accepted, the date and time, IP address, browser information, and the acceptance statement. The user consents to the use of electronic records for this purpose.

2. The Service

Brass Till is a business-management tool intended to help Customers record point-of-sale transactions, inventory, vendors, commissions, payouts, reports, and related information. Brass Till is not a bank, payment processor, accounting firm, tax preparer, payroll provider, law firm, fiduciary, escrow service, or insurer.

Reports, calculations, totals, tax fields, commission amounts, inventory records, and other outputs depend on Customer-entered data, configuration, and use. They are operational tools only and are not legal, accounting, tax, financial, employment, or compliance advice. Customer must independently verify important records and consult qualified professionals when appropriate.

3. Accounts and Access

Accounts are created through Diamond Piper or an authorized Store administrator. Customer is responsible for all activity under its accounts, selecting appropriate roles and permissions, maintaining accurate account information, promptly disabling access that is no longer authorized, and protecting passwords, devices, networks, and login credentials.

Accounts may not be shared except as expressly permitted for the assigned user. Customer must promptly notify Diamond Piper at contact@diamondpiper.com of suspected unauthorized access, credential compromise, or misuse. Diamond Piper may rely on instructions submitted through an authenticated administrator account unless we have reason to believe the account is compromised.

4. Customer Responsibilities

Customer is solely responsible for:

• the accuracy, completeness, legality, and quality of Customer Data and instructions;
• inventory counts, pricing, product descriptions, vendor ownership, commissions, payouts, taxes, refunds, returns, discounts, and transaction classifications;
• all agreements and disputes with vendors, consignors, employees, contractors, customers, and other third parties;
• complying with sales-tax, income-tax, payroll, employment, consumer-protection, privacy, record-retention, accessibility, payment-card, consignment, abandoned-property, and other laws applicable to Customer;
• obtaining required notices, permissions, releases, and consents before entering personal information or images into the Service;
• using appropriate hardware, barcode scanners, printers, payment terminals, browsers, internet connections, and security controls; and
• reviewing transactions, reports, payouts, and exports before relying on them or providing them to others.

Customer must not use the Service for unlawful, fraudulent, deceptive, harmful, infringing, abusive, or unauthorized purposes; interfere with the Service; bypass access controls; upload malicious code; probe for vulnerabilities without written authorization; reverse engineer the Service except where applicable law expressly permits it; or use the Service to store highly sensitive information that the Service is not designed to process.

5. Payment Processing and Financial Data

Brass Till may record the type of payment used and transaction totals, but it is not currently a payment-card processor. Customer must use a separate compliant payment terminal or processor for card transactions. Customer must not enter full card numbers, card security codes, bank-account numbers, online-banking credentials, Social Security numbers, or similar sensitive credentials into Brass Till fields, notes, or uploads.

Diamond Piper is not responsible for payment authorization, settlement, chargebacks, processor fees, processor outages, card-network rules, counterfeit payments, check validity, gift-card obligations, or disputes handled by Customer's payment provider.

6. Customer Data

"Customer Data" means information, records, images, content, and materials submitted to or generated through the Service for Customer. As between Customer and Diamond Piper, Customer retains its rights in Customer Data. Customer grants Diamond Piper and its service providers a nonexclusive, worldwide, limited license to host, copy, transmit, display, modify, back up, and otherwise process Customer Data as necessary to provide, secure, support, and improve the Service, comply with law, and enforce these Terms.

Customer represents that it has all rights and permissions needed for Customer Data and for the processing described in these Terms and the Privacy Policy. Customer must not submit information that violates law, privacy rights, intellectual-property rights, confidentiality obligations, or agreements with third parties.

Diamond Piper may create and use aggregated or de-identified information that does not reasonably identify Customer or an individual to operate, analyze, secure, and improve the Service.

7. Privacy and Security

Our Privacy Policy describes how Diamond Piper handles personal information. Customer is responsible for its own privacy notices, policies, lawful bases, permissions, and responses to requests involving Customer Data when required by law.

We use reasonable measures designed to protect the Service, but no online system can be guaranteed completely secure or continuously available. Customer acknowledges the risks inherent in internet transmission, hosted software, third-party infrastructure, and human error.

8. Fees and Taxes

Fees, billing schedules, trial terms, renewal terms, and payment obligations are stated in the applicable proposal, invoice, order, or other written arrangement. Unless that arrangement states otherwise, fees are nonrefundable to the extent permitted by law. Customer is responsible for taxes, duties, and government charges associated with its purchase or use of the Service, excluding taxes based on Diamond Piper's net income.

Failure to pay amounts when due may result in suspension or termination after any notice or cure period required by the applicable written arrangement or law.

9. Availability, Maintenance, and Changes

We may maintain, update, modify, replace, add, or discontinue Service features. The Service may be unavailable because of maintenance, updates, hosting issues, third-party failures, security events, internet conditions, emergencies, or circumstances beyond our reasonable control. We do not promise uninterrupted, error-free, or permanent availability unless a separately signed service-level agreement expressly says otherwise.

10. Backups and Recordkeeping

Even when the Service or hosting provider performs backups or offers backup tools, Customer remains responsible for maintaining independent, current copies of records needed for business continuity, taxes, vendor obligations, audits, and legal compliance. Customer should regularly export or back up critical records and test restoration procedures.

Diamond Piper is not responsible for Customer's failure to maintain independent records or for losses caused by incomplete, outdated, corrupted, inaccessible, or improperly stored backups, except to the extent liability cannot lawfully be excluded.

11. Third-Party Services and Equipment

The Service may depend on or interact with hosting providers, internet service, browsers, devices, barcode scanners, printers, payment terminals, content-delivery networks, libraries, or other third-party products and services. Diamond Piper does not control and is not responsible for third-party products, services, terms, security, availability, compatibility, or acts and omissions. Customer's use of third-party services is governed by its agreements with those providers.

12. Intellectual Property

Brass Till, its software, design, interfaces, documentation, branding, and all related intellectual property are owned by Diamond Piper or its licensors and are protected by applicable law. Subject to these Terms and payment of applicable fees, Diamond Piper grants Customer a limited, nonexclusive, nontransferable, non-sublicensable, revocable right during the service term to access and use Brass Till for Customer's internal business operations.

Feedback or suggestions may be used by Diamond Piper without restriction or obligation, provided we do not identify Customer publicly as the source without permission.

13. Suspension and Termination

Diamond Piper may suspend or restrict access when reasonably necessary to address nonpayment, suspected compromise, unlawful activity, material breach, security risk, harm to the Service or others, or legal requirements. Where practical, we will provide notice and an opportunity to cure, but immediate action may be taken when reasonably necessary.

Either party may terminate according to the applicable written arrangement. Upon termination, Customer's right to use the Service ends. Customer should request or export needed Customer Data before termination. We may delete or de-identify Customer Data after a reasonable transition period, subject to legal obligations, backups, and our record-retention needs. Sections that by their nature should survive termination will survive, including payment obligations, intellectual property, disclaimers, limitations, indemnification, disputes, and general terms.

14. Confidentiality

Each party may receive nonpublic information identified as confidential or that reasonably should be understood as confidential. The receiving party will use reasonable care to protect it and use it only for the relationship. Confidential information does not include information that is publicly available without breach, already lawfully known, independently developed, or lawfully received without a duty of confidentiality. Disclosure may be made when legally required after reasonable notice when permitted.

15. Warranty Disclaimer

16. Limitation of Liability

The exclusions and limits apply regardless of legal theory and even if a remedy fails of its essential purpose. They do not apply to liability that cannot be excluded or limited under applicable law.

17. Indemnification

To the extent permitted by law, Customer will defend, indemnify, and hold harmless Diamond Piper and its members, managers, officers, employees, contractors, affiliates, licensors, and service providers from claims, demands, actions, investigations, damages, losses, judgments, settlements, penalties, costs, and reasonable attorneys' fees arising out of or related to: Customer Data; Customer's business, products, services, transactions, inventory, taxes, employees, vendors, consignors, customers, or payouts; Customer's violation of law, these Terms, third-party rights, or third-party agreements; or misuse of the Service by Customer or its users. Diamond Piper will provide reasonable notice and may participate in the defense with counsel of its choice. Customer may not settle a claim in a way that admits fault by or imposes obligations on Diamond Piper without written consent.

18. Disputes and Governing Law

Before filing a lawsuit, the parties will attempt in good faith for at least 30 days to resolve a dispute through written notice describing the issue and requested resolution. Notices to Diamond Piper must be sent to contact@diamondpiper.com with the subject "Legal Notice - Brass Till."

These Terms and disputes arising from them or the Service are governed by the laws of the State of Wisconsin, without regard to conflict-of-law rules. Subject to any nonwaivable law, the state courts located in Rock County, Wisconsin, and the federal courts having jurisdiction over Rock County will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

19. General Terms

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, utility or internet failures, labor disputes, war, terrorism, civil disturbance, government action, hosting failures, cyberattacks, epidemics, or third-party outages.

Customer may not assign these Terms without Diamond Piper's written consent. Diamond Piper may assign these Terms in connection with a reorganization, merger, acquisition, sale of assets, or transfer of the Service. The parties are independent contractors. These Terms do not create a partnership, agency, joint venture, fiduciary, franchise, or employment relationship.

If a provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience only. Electronic records and communications may be used in connection with the Service. These Terms, together with applicable written arrangements and incorporated policies, form the entire agreement concerning their subject matter.

We may update these Terms prospectively by posting revised Terms with a new effective date and, for material changes, providing reasonable notice. We may require users to affirmatively accept a revised version before further use of the Service. Where a new clickwrap acceptance is not required, continued use after the effective date of revised Terms constitutes acceptance to the extent permitted by law. Changes will not retroactively alter a dispute that arose before the revised Terms became effective.

20. Contact