Terms of Service

Last updated: March 10, 2026

These Terms of Service ("Terms") govern your access to and use of the Background project management application and website (the "Service") operated by Background ("we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms.

1. Accounts

To use the Service, you must create an account. You agree to:

• Provide accurate and complete registration information
• Maintain the security of your password and account
• Notify us immediately of any unauthorized access
• Accept responsibility for all activity that occurs under your account

You must be at least 16 years old to use the Service. By creating an account, you represent that you meet this age requirement.

2. Organizations and Teams

The Service supports multi-tenant organizations. When you create or join an organization:

• Organization administrators may manage members, settings, and data within the organization
• Data you create within an organization (projects, time entries, contacts, files) is accessible to other members of that organization as determined by the Service's functionality
• If you leave an organization, data you contributed remains part of the organization's records

3. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law or regulation
• Infringe on the rights of others, including intellectual property rights
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to any part of the Service or its systems
• Interfere with or disrupt the Service or its infrastructure
• Scrape, harvest, or collect data from the Service by automated means
• Impersonate any person or entity
• Use the Service to send spam or unsolicited communications

We reserve the right to suspend or terminate accounts that violate these terms.

4. Your Content

You retain ownership of all content you upload, create, or share through the Service ("Your Content"), including project data, time entries, files, comments, and contacts.

By using the Service, you grant us a limited, non-exclusive license to store, process, and display Your Content solely to provide and improve the Service. This license ends when you delete Your Content or your account.

We may collect and use aggregated, anonymized, or de-identified data derived from your use of the Service for any lawful business purpose, including analytics, benchmarking, product improvement, and marketing. Such data will not identify you, your organization, or any individual. Our right to use aggregate and anonymized data survives termination of your account and these Terms.

You are responsible for ensuring you have the right to upload and share any content you add to the Service.

5. Intellectual Property

The Service, including its design, features, code, documentation, logos, and trademarks, is owned by Background and protected by intellectual property laws. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as described here.

6. Subscriptions and Payment

Free Tier

The Free plan is available at no cost with limited features as described on our pricing page. We reserve the right to modify the features and limits of the free tier at any time.

Paid Plans

• Paid subscriptions are billed on a recurring basis (monthly or annually) at the rates listed on our pricing page
• Payment is due at the start of each billing period
• All fees are non-refundable except as required by law or as described in our refund policy
• We may change pricing with 30 days' notice. Price changes take effect at the start of your next billing period

Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. You will retain access to paid features until the end of the period you have already paid for.

7. Service Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to:

• Scheduled maintenance (we will provide advance notice when possible)
• Unplanned outages or technical issues
• Factors beyond our control

8. Data and Privacy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

You acknowledge that the Service uses third-party providers (including cloud hosting, email delivery via Resend, SMS delivery via Twilio, error monitoring via Sentry, and DNS/email routing via Cloudflare) to operate. Your use of the Service constitutes consent to the processing of data by these providers as described in our Privacy Policy.

The Service may integrate with or link to third-party services. We are not responsible for the availability, accuracy, content, or practices of any third-party services and disclaim all liability arising from your use of them.

9. File Uploads

The Service allows you to upload files associated with projects. You agree that:

• You will only upload files you have the right to share
• Files must not contain malware, viruses, or harmful content
• We may impose size limits and file type restrictions

9A. Data Preservation and Backups

You are solely responsible for maintaining your own backups of any data you store in the Service. This includes, but is not limited to, project data, time entries, invoices, contacts, comments, files, and any other content you create or upload.

While we take reasonable measures to maintain the integrity of data stored on our systems, we do not guarantee that your data will be preserved, and we expressly disclaim any obligation to maintain, back up, or provide copies of your data. Data may be lost, corrupted, or become inaccessible due to software errors, hardware failures, security incidents, service migrations, or other causes.

We strongly recommend that you regularly export and back up any data that is important to you. In no event shall Background be liable for any loss of, damage to, or inability to access your data stored in or through the Service.

10. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Service is provided on an "as is" and "as available" basis, without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Without limiting the foregoing, we do not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free
• The results obtained from use of the Service will be accurate or reliable
• Any data stored in the Service will be preserved, backed up, or recoverable
• Any errors or defects in the Service will be corrected
• The Service will meet your specific requirements or expectations

You use the Service at your own risk. You are solely responsible for any damage to your computer system, loss of data, or other harm that results from your use of the Service.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

• In no event shall Background, its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunities, cost of procurement of substitute services, or any other intangible losses, arising out of or in connection with your use of or inability to use the Service
• The foregoing limitation applies regardless of the legal theory on which the claim is based, whether in contract, tort (including negligence), strict liability, or otherwise, and even if Background has been advised of the possibility of such damages
• Our total cumulative liability for all claims arising from or related to the Service shall not exceed the greater of (a) the amount you paid us in the 12 months preceding the claim, or (b) fifty dollars ($50 USD)

12. Indemnification

You agree to indemnify and hold harmless Background, its officers, employees, and agents from any claims, damages, or expenses (including reasonable legal fees) arising from your use of the Service, your violation of these Terms, or your violation of any rights of a third party.

13. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, if you violate these Terms, if required for security or legal reasons, or at our sole discretion. Upon termination:

• Your right to use the Service ceases immediately
• You will have 30 days from the date of termination to export your data. After this period, we may permanently delete your account and all associated data with no obligation to retain or provide it
• Provisions that by their nature should survive termination will remain in effect (including Sections 4, 9A, 10, 11, 12, 15, and 16)

You may delete your account at any time through the Service settings.

14. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on this page and updating the "Last updated" date. For significant changes, we may also notify you via email or through the Service. Your continued use of the Service after changes are posted constitutes acceptance of the updated Terms.

15. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, it shall be resolved through binding arbitration administered in Franklin County, Ohio, except where prohibited by applicable law. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction.

You agree that any claim or cause of action arising out of or related to the Service must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against Background.

16. Force Majeure

Background shall not be liable for any failure or delay in performing its obligations under these Terms caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, internet or telecommunications failures, power outages, or failures of third-party service providers.

17. Miscellaneous

• Entire agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Background regarding the Service.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect.
• Waiver: Our failure to enforce any right or provision does not constitute a waiver of that right or provision.
• Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights without restriction.

18. Contact Us

If you have questions about these Terms, please contact us at:

Background
Email: support@onbackground.app