Terms of Use / End-User License Agreement

Midnight — internal payroll & job-costing tool of Edwards & Tate Construction · Last updated June 16, 2026

Midnight is proprietary, in-house software built for and operated by ENT LLC, doing business as Edwards & Tate Construction. It is provided only to authorized employees for the Company's internal use. It is not sold, licensed, or distributed to the public.

1. License

ENT LLC, doing business as Edwards & Tate Construction ("the Company"), grants authorized users a limited, non-transferable, revocable right to use Midnight ("the Application") solely for the Company's internal payroll and job-costing operations. All rights, title, and interest in the Application remain with the Company.

2. Authorized use

Access is limited to current employees or agents of the Company who have been granted access. Users must access the Application only through their authorized Company Google account and must not share credentials or access with unauthorized persons.

3. Acceptable use

Use the Application only for legitimate Company business.
Do not attempt to circumvent authentication, access controls, or role-based permissions.
Do not use the Application to access data you are not authorized to view.
Do not copy, modify, distribute, or resell the Application or its underlying code outside the Company.

4. Connected services

The Application integrates with third-party services the Company connects, including Intuit/QuickBooks, Workyard, Ramp, and Google. Use of those services through the Application is also subject to each provider's own terms of service. The Company is responsible for maintaining its own accounts with those providers.

5. No warranty

The Application is provided "as is," without warranties of any kind, express or implied. Payroll and accounting outputs are drafts intended for review; a person must review and finalize all payroll runs in QuickBooks / Intuit Enterprise Suite. The Company does not warrant that the Application will be error-free or uninterrupted.

6. Limitation of liability

To the maximum extent permitted by law, the Company and the Application's operators are not liable for any indirect, incidental, or consequential damages arising from use of the Application. Users are responsible for reviewing payroll and financial output before it is finalized.

7. Termination

Access may be suspended or revoked at any time, including when a user's relationship with the Company ends or upon misuse. Connected-service authorizations may be revoked at any time.

8. Governing law and venue

This Agreement shall be construed by and governed under the laws of the State of Mississippi excluding its principles of conflicts of laws and the parties hereby irrevocably agree to submit to the jurisdiction and venue of the courts of the Madison County, Mississippi for any action that may be brought in connection with this Agreement other than a cross-claim for indemnification brought in response to a claim of infringement filed in another court.

9. Contact

Questions about these terms can be directed to corey@edwardsandtate.com.