Terms of Service.

Who This Agreement Is Between

These Terms of Service ("Terms") govern use of the CDO workforce management platform, operated by Innovative Platform Solutions, Inc. ("IPS", "we", "us"), a Nevada corporation, Nevada Business Identification # NV20253289204.

Two different relationships are covered here, and they are not the same:

• The Customer. The company that licenses CDO for its workforce. The Customer accepts these Terms by signing an order form or by using the platform. Where these Terms speak about fees, data ownership, indemnities or termination, they speak to the Customer.
• Authorized Users. The Customer's employees, foremen, office staff and administrators who sign in. If you are a worker using CDO because your employer gave you an account, the sections that apply to you are Accounts & Access, AI Features, and the acceptable-use rules below — not the commercial terms. Your employment relationship is with your employer, not with IPS.

Where the Customer has signed a separate written agreement with IPS, that agreement controls to the extent it conflicts with these Terms.

What CDO Is

CDO is a record-keeping and decision-support platform for field service and construction work. It provides time and attendance capture, job scheduling and dispatch, crew management, document and policy distribution, training and certification tracking, safety and injury recordkeeping, estimating and invoicing, and an AI assistant that answers questions about the data already in the system.

IPS provides the platform. The Customer decides how to configure it, what data to put in it, and what to do with what comes out.

What CDO Is Not

This section is deliberately specific. Several things the platform helps with are things it does not do, and confusing the two is how a customer gets hurt.

CDO is not a law firm, an accountant, or an HR consultancy. The platform surfaces California labor-law content, meal- and rest-break analysis, regulation summaries, OSHA recordability criteria and statutory deadlines. All of it is information and decision support, not legal advice. It does not create an attorney-client relationship. Regulatory text can be out of date, incomplete, or inapplicable to a particular situation. CDO never certifies that the Customer is in compliance with anything, and no screen in the platform should be read as saying so. Before acting on a compliance question, consult qualified counsel.

CDO does not make employment decisions. The Customer is the employer. Hiring, firing, discipline, scheduling, pay rates, classification and every other employment decision are the Customer's, made by its people. The platform records those decisions and flags things for human review; it does not make them.

CDO is not a safety-critical or emergency system. It must not be relied on to summon emergency help, to prevent injury, or as the sole means of communicating an urgent instruction to a worker in the field. In an emergency, call emergency services.

CDO is not a system of record for anything it does not hold. Where the Customer imports data from another system, or where another system remains authoritative, CDO reflects what it was given.

Accounts & Access

Accounts are created and assigned by the Customer. Access to data inside the platform is scoped by role: a worker sees their own records, a foreman sees their crew, office and administrative roles see more. The Customer assigns those roles and is responsible for keeping them correct — including removing access when someone leaves.

Every user agrees to:

• Keep their sign-in credentials and PIN confidential, and not share them with anyone.
• Provide accurate information, particularly in time and attendance records.
• Not attempt to access data belonging to another company, another crew, or another worker.
• Not attempt to probe, scan, disable, reverse-engineer or circumvent any security or access control in the platform, and not use automated means to extract data beyond ordinary use of the interface.
• Report any suspected unauthorized access promptly — to their supervisor, and to IPS at team@cdohr.ai.

We may suspend an account that is being used in breach of these rules, or where continued access presents a security risk. Where we can do so safely, we tell the Customer first.

Customer Data & Ownership

The Customer grants IPS a limited license to host, process, transmit, back up and display that data solely to provide and support the platform, and to comply with law.

What we do not do with it. We do not sell Customer Data. We do not share it with third parties for their own marketing. We do not use it to train machine-learning models, and the AI providers we route to are under commercial terms that prohibit training on it. We do not use one Customer's data to serve another Customer.

Employment records. Where the data concerns the Customer's employees, the Customer is the business responsible for it and IPS acts as a service provider on the Customer's instructions. A worker who wants to access, correct or delete their employment records starts with their employer. This is described in full in the Privacy Policy.

Aggregated statistics. We may compute aggregate, de-identified statistics about how the platform is used — volumes, error rates, feature adoption — to operate and improve it. Such statistics never identify a Customer, a worker, or a customer of the Customer.

Security. We use reasonable technical and organizational measures to protect Customer Data, including encryption in transit and at rest, role-based access control, database-level row security and audit logging. No system is perfectly secure, and we do not warrant that it is. If we become aware of a breach of security affecting Customer Data, we will notify the Customer without undue delay and provide the information the Customer needs to meet its own obligations.

Customer Responsibilities

The Customer is responsible for:

• Compliance with employment law. Wage and hour rules, meal and rest periods, overtime, recordkeeping, workplace safety, and every other obligation of an employer, remain the Customer's. The platform assists; it does not assume those duties.
• Telling its workforce. The Customer must inform its workers about the platform and, where the law requires it, obtain their consent — particularly for location collection, clock-in photographs, voice recordings and text messaging. IPS provides the disclosures; the Customer is the one with the employment relationship.
• Accuracy and configuration. Pay rates, geofences, crew assignments, roles, job data and settings are entered and maintained by the Customer. Calculations are only as good as what they are calculated from.
• Its own payroll. Reviewing and approving what the platform produces before using it to pay anyone.
• Lawful use. Not using the platform to harass, surveil unlawfully, discriminate, or otherwise break the law; and not using it in a way that violates the rights of its workers.
• Its users. Acts and omissions of its Authorized Users, as if they were the Customer's own.

Device-dependent features. Time capture, location and photographs depend on workers' mobile devices, their operating-system permissions, battery state and network connectivity. Where a device does not report, the platform records the absence rather than inventing a value — but the Customer should not assume complete coverage from any device-dependent feature.

Text messaging. Outbound SMS is delivered through a gateway with finite throughput and no guarantee of carrier delivery or timing. It is not a substitute for direct contact where something is urgent.

AI Features

Output can be wrong. Large language models produce plausible text that is sometimes inaccurate. Summaries, classifications, drafted documents and answers must be verified before they are relied on — particularly anything touching pay, discipline, safety or a legal deadline.

It will not give professional advice. The assistant is not a lawyer, doctor, accountant or licensed professional and will not provide legal, medical, tax or immigration advice (California AB 489). Users are told they are speaking to an automated system, not a person (California SB 1001).

It cannot make employment decisions. It cannot hire, fire, discipline, approve final pay, or make any binding employment decision. Where it flags a possible violation or a possible recordable injury, that flag is a prompt for a human determination, not the determination itself.

Do not type sensitive identifiers into chat. Message content is sent to third-party model providers. Social Security numbers, bank account or routing numbers and medical details should never be entered into the assistant; no CDO workflow asks for them there. See the Privacy Policy for exactly how this is handled.

Conversations are logged and may be reviewed by the Customer's authorized personnel for quality, training, audit and compliance. Workers retain their rights under Section 7 of the National Labor Relations Act to discuss wages and working conditions with coworkers; logging is not a tool to monitor protected concerted activity.

Third-Party Services

The platform connects to services the Customer chooses to enable — accounting systems, cloud storage, mapping, payment processing, prior field-service tools — and to infrastructure providers we use to run it. The full list of who receives what is in the Privacy Policy, named individually.

Where the Customer connects its own account at a third party, the Customer's agreement with that third party governs that service. We are not responsible for a third party's availability, changes to its interfaces, or its handling of data once it is in that party's own system at the Customer's direction. If a third party changes or discontinues something we depend on, we will make reasonable efforts to adapt, and will tell the Customer if a feature is affected.

Fees

Fees, billing frequency and payment terms are set out in the order form or written agreement between IPS and the Customer. Unless that document says otherwise, fees are invoiced in advance, payable within thirty (30) days, and exclusive of taxes.

We will give the Customer at least thirty (30) days' written notice before a fee change takes effect, and a fee change never applies retroactively to a period already invoiced.

Authorized Users are never charged. If you are a worker using CDO, the platform costs you nothing; your employer pays for it.

Term, Termination & Your Data After

These Terms apply for as long as the Customer uses the platform. Either party may terminate as set out in the order form; absent one, either party may terminate on thirty (30) days' written notice.

We may suspend or terminate for material breach that is not cured within thirty (30) days of written notice, or immediately where continued operation would be unlawful or would present a serious security risk.

After that window, we delete or de-identify Customer Data within a further ninety (90) days, except where retention is required by law or where records are needed to resolve a dispute. Backups age out on their own schedule and are not individually searchable; data in them is not restored to service.

Sections that by their nature should survive termination do: data ownership, confidentiality, disclaimers, limitation of liability, indemnification, and governing law.

Confidentiality

Each party may learn confidential information of the other. Each will protect the other's confidential information with at least the care it uses for its own, and will use it only to perform under these Terms. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party. Disclosure compelled by law is permitted, with notice to the other party where legally allowed.

Warranties & Disclaimers

What we do promise. We will provide the platform with reasonable skill and care, consistent with generally accepted industry practice. We will not materially reduce core functionality during a paid term without notice.

What we do not promise. Except as stated above, the platform is provided "as is" and "as available", and IPS disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

In particular, and without limiting the above, we do not warrant that: the platform will be uninterrupted or error-free; that defects will be corrected within any particular time; that any calculation, flag, classification, AI output or compliance analysis is accurate or sufficient for the Customer's purposes; that text messages will be delivered, or delivered on time; or that any device-dependent feature will capture every event.

Limitation of Liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost goodwill or lost data, however caused and on any theory of liability.
• Each party's total aggregate liability arising out of or relating to these Terms will not exceed the amount the Customer paid IPS for the platform during the twelve (12) months preceding the event giving rise to the claim.

Nothing here limits a worker's rights against their own employer, or any right a worker has under employment, privacy or labor law. This section allocates risk between IPS and the Customer.

Indemnification

By IPS. We will defend the Customer against a third-party claim that the platform, as provided by us, infringes that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from the Customer's configuration or use in breach of these Terms, or from combination with anything we did not supply.

By the Customer. The Customer will defend IPS against a third-party claim arising from Customer Data, from the Customer's use of the platform in breach of these Terms or of law, or from an employment claim brought by the Customer's own worker — and will pay damages finally awarded or agreed in settlement.

In each case the indemnified party must promptly notify the other, give reasonable cooperation, and allow the indemnifying party to control the defense. No settlement that admits fault or imposes an obligation on the indemnified party may be made without its consent.

Governing Law

These Terms are governed by the laws of the State of Nevada, without regard to its conflict-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada.

This choice of law and venue governs the commercial relationship between IPS and the Customer. It does not affect any right a worker has under the law of the state where they work, including California employment, wage-and-hour and privacy law, and it does not waive any protection that cannot be waived by agreement.

If a provision of these Terms is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, and the rest remains in force.

Changes to These Terms

We may update these Terms. For a change that materially reduces the Customer's rights or materially increases its obligations, we will give at least thirty (30) days' notice before it takes effect, through the platform or by email to the Customer's administrators. If the Customer does not accept a material change, it may terminate before the change takes effect and receive a pro-rata refund of fees paid for the unused period.

Non-material changes — clarifications, corrections, new section headings — take effect when posted. The effective date at the top of this page always reflects the current version.

Contact

Questions about these Terms, or notices under them:

Innovative Platform Solutions, Inc.
CDO Workforce Management Platform
1887 Whitney Mesa Drive #7773
Henderson, NV 89014
Nevada Business Identification # NV20253289204
Email: team@cdohr.ai

If you are a worker and your question is about your own hours, pay, schedule or records, your employer holds those records and directs how they are handled. Contact your employer first; we support them in responding.