Gadabout Terms of Use

Effective date: October 30, 2026 Last updated: October 30, 2026

Gadabout is currently in a limited pilot. Features may change, and we'll update these Terms as they do.

Summary

These Terms are an agreement between you and Park Axis LLC, doing business as Gadabout. They cover DealMaker and SalesOS.
You must be at least 21 and using the Services for a business.
We provide software only. We are not a party to your agreements, we don't give legal or tax advice, and we never hold or move money.
You own your data. Signed agreements are shared records that both parties keep.
We don't use customer data to train AI models.
Our liability is limited (Section 19). Disputes go to the courts in Miami-Dade County, Florida, without a jury and only on an individual basis (Section 21).

1. Agreement and acceptance

Who these Terms are with. These Terms of Use ("Terms") are an agreement between you and Park Axis LLC, doing business as Gadabout ("Gadabout," "we," "us"). They cover DealMaker, SalesOS and related websites (the "Services").

How you accept. You accept these Terms by creating an account, accepting an invitation or using the Services. If you accept for a company, you confirm you have authority to bind it, and "you" means both you and that company. If you don't agree, don't use the Services.

Key terms.

"Supplier" means a brand owner or importer.
"Agency" means an independent sales agency.
"Authorized User" means a person a Supplier or Agency allows to use its account.
"Customer Data" means data you or your Authorized Users put into the Services.
"Agent Agreement" means a contract between a Supplier and an Agency created or signed in DealMaker.
"Statement" means a commission statement produced in SalesOS.

Privacy Policy. Our Privacy Policy explains how we handle personal information and forms part of these Terms.

2. Eligibility

You may use the Services only if:

you are at least 21 years old;
you are using them for a business, not for personal, family or household purposes;
you and your business hold every license, permit and registration your activities require; and
you are not barred from using them under US law.

3. Accounts and teammates

Accurate information. Give us accurate information and keep it current.
Security. Keep your login details private. You are responsible for activity under your account. Tell us right away if you suspect unauthorized use.
Teammates. A Supplier or Agency may invite teammates and assign roles, such as viewer, negotiator, signatory or finance. You are responsible for your teammates' actions and for giving each only the access they need. Each teammate must accept these Terms personally.
The other side. When a Supplier invites an Agency, or the reverse, the invited business is a separate customer and must accept these Terms itself.

4. Gadabout's role

Software only. We are not a party to any Agent Agreement, Market Update, Statement or other arrangement between users.
What we are not. We are not a broker, sales agent, employer, staffing agency, payroll provider, escrow agent or bank, or a legal, tax or accounting adviser.
No advice. Nothing in the Services is legal, tax or financial advice. That includes contract templates, clause libraries, default terms, Gigi responses and calculations. Templates are samples and may not suit your situation or comply with the law where you operate. Have your own lawyer review any agreement before you sign it.
Your decisions. You alone are responsible for the terms you agree to, how agencies and their people are classified (for example, contractor or employee), tax withholding and reporting, and your compliance with law.
No vetting. We don't vet, endorse or guarantee any user, or guarantee that any user will perform or pay.

5. Electronic signatures and records

Consent. By using the Services, you agree to do business electronically, receive notices and records electronically, and sign agreements electronically. You confirm you are acting as a business, not a consumer.
Signing. When you type your name and click to sign, you adopt it as your signature, with the same effect as a handwritten one. You confirm you are authorized to sign for your company.
Paper option. You may decline to sign a document electronically. If you do, arrange to sign on paper directly with the other party.
Suitability. You are responsible for deciding whether a document can lawfully be signed electronically for your purpose.
Signing records. We record each signer's typed name, title, the date and time, and IP address, and keep that record with the signed agreement.
Copies. Each party can view, download or email a copy of every agreement it signs in the app. We won't stop any party from saving or printing its copy. Keep your own copies. We keep signed agreements as described in Section 17 and the Privacy Policy, but we are not a records-retention service beyond that.
Sending copies. If you email a contract to someone outside the Services, you are responsible for that disclosure.

6. Commission statements; we never handle money

How Statements are made. SalesOS calculates Statements from contract terms the users entered or approved and from depletion and other data the Supplier uploads or authorizes. We don't verify third-party data.
Estimates until approved. A Statement is an estimate for information only until the Supplier approves it. An approved Statement is the Supplier's own statement to its Agency, not ours.
Supplier's responsibilities. The Supplier alone is responsible for checking calculations, resolving disputes with its Agencies, making all payments, and all tax withholding and reporting, including Forms 1099. We don't issue tax forms.
No funds. Gadabout does not receive, hold, transmit or settle any funds. We are not a payment processor or money transmitter.
Payout tools. If a Supplier exports a Statement file to its own payroll, workforce or banking tool, that tool is a third-party service the Supplier chose and contracts with directly (Section 14).
Unpaid commissions. An Agency's claims for unpaid or disputed commissions lie only against the Supplier, not Gadabout.
Reporting errors. Tell us within 60 days if you believe a Statement is wrong because of a fault in our software. This deadline applies only to claims against Gadabout, not to rights between a Supplier and an Agency.

7. Agency portal

What Agencies provide. An Agency may provide its W-9, bank details, insurance certificates and Market Updates through SalesOS, for the Suppliers it chooses to share them with.
Accuracy. The Agency must keep this information accurate and current, and must not upload another person's tax or bank information without authority.
Supplier use. A Supplier may use an Agency's tax and bank information only to pay that Agency and meet legal obligations, and must limit access to finance users who need it.

8. Alcohol-law compliance

Licenses. Each user confirms it holds and will maintain every license and permit its activities require, such as a Supplier's federal basic permit or importer status, and an Agency's state solicitor or broker permits.
Your responsibility. Users are solely responsible for making sure their Agent Agreements, compensation, incentives, sampling, retailer programs and Market Update activity comply with all alcohol beverage laws. This includes display, placement, menu and new-distribution bonuses; federal trade-practice rules on tied-house, exclusive outlets, commercial bribery and consignment sales, including limits on product displays and things of value given to retailers; and state tied-house, commercial-bribery, sampling, solicitor-permit and franchise laws.
Configurable is not lawful. We don't review any incentive or arrangement for legality. That the Services let you set something up doesn't mean it is lawful.
No prohibited payments. Don't use the Services to arrange, record or pay anything of value to a retailer or its employees that the law prohibits.

9. Acceptable use

You will not:

break the law or help anyone else break it;
upload data you have no right to share, including distributor depletion data covered by a confidentiality agreement;
misuse another party's personal, tax or bank information, or use it for any purpose other than the one it was shared for;
access accounts or data you aren't authorized to access, or probe, scan or test our security;
copy, scrape, reverse engineer, resell or sublicense the Services, or use them to build a competing product;
upload malware, or disrupt the Services or other users;
share login details or impersonate anyone; or
use the Services for spam or harassment.

10. Your data

You own it. As between you and us, you own your Customer Data.
Our license. You give us a non-exclusive, royalty-free license to host, copy, process, transmit and display Customer Data only to provide, secure, support and improve the Services, as described in the Privacy Policy.
Shared records. An executed Agent Agreement is a shared record of both parties. A Supplier's commission data belongs to the Supplier. An Agency's Market Updates, W-9 and bank details belong to the Agency and are shared with the Suppliers it chooses.
Aggregated data. We may use de-identified, aggregated data about how the Services are used to operate and improve them. It won't identify you or your company. We won't compare or benchmark one customer's depletion or commission data against other customers' data unless that customer opts in.
Your rights. You confirm you have all rights and consents needed to put Customer Data into the Services and let us process it.

11. Confidentiality

What is confidential. Each party will protect the other's non-public information that a reasonable person would understand to be confidential, including deal terms, commission rates, depletion data, Statements, W-9s and bank details. Each will use at least reasonable care.
Use. Confidential information may be used only to perform under these Terms and shared only with people who need to know it and are bound by similar duties.
Exceptions. These duties don't apply to information that is public through no fault of the recipient, that the recipient already knew, received lawfully from someone else, or developed independently.
Required disclosure. A party may disclose confidential information when the law requires it. Where allowed, it must notify the other party first.

12. AI features

Gigi. The Services include AI features such as Gigi. AI output can be inaccurate or incomplete. Review it before relying on it. It is not legal, tax or financial advice.
No training. We don't use Customer Data to train AI models, and we don't allow our AI providers to do so.
Outside AI assistants. If you connect an outside AI assistant to your account, it acts under your permissions and your own agreement with its provider. We aren't responsible for it.

13. Feedback

We may use your suggestions and feedback without restriction or payment. Feedback screenshots are handled as described in the Privacy Policy.

14. Third-party services

The Services may link to or work with third-party services, such as distributor portals, email providers, Google sign-in, payroll or workforce tools, and AI assistants. Their own terms govern them. We aren't responsible for them, their availability or how they handle your data.

15. Fees

The Services are currently free. If we introduce fees, we will give you at least 30 days' notice before they apply to you, and you may close your account before then. Fees will never apply retroactively. You are responsible for any taxes on fees.

16. Suspension

We may suspend access, in whole or in part, if we reasonably believe your use poses a security risk, breaks these Terms or the law, or could harm us, other users or third parties. We will give notice when practical and restore access once the issue is resolved.

17. Termination and your data

By you. You may stop using the Services and close your account at any time.
By us. While the Services are free, we may end them for you on 30 days' notice, or immediately if you materially breach these Terms.
Export. After termination, you have 60 days to request an export of your data by emailing privacy@gadabout.co. After that, we delete your Customer Data as described in the Privacy Policy, except where we must keep it.
Signed agreements. Executed Agent Agreements are kept for the life of either party's account plus 7 years and remain available to both parties. Closing your account doesn't remove the other party's copy.
Survival. Sections 4, 6, 8, 10, 11 and 17 through 24 survive termination.

18. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DON'T WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT CALCULATIONS, TEMPLATES, AI OUTPUT OR THIRD-PARTY DATA ARE ACCURATE, COMPLETE OR LAWFUL FOR YOUR USE.

19. Limitation of liability

Excluded damages. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR COMMISSIONS, LOST DATA OR LOSS OF GOODWILL, EVEN IF TOLD THEY WERE POSSIBLE.

Cap. GADABOUT'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (B) US$100.

Exceptions. The limits in this Section 19 don't apply to:

your indemnity obligations;
your breach of Section 8 or Section 9;
gross negligence, willful misconduct or fraud; or
liability that the law doesn't allow to be limited.

20. Indemnity

Your indemnity. You will defend and indemnify Gadabout and its members, officers and staff against third-party claims arising from:

your Customer Data;
your Agent Agreements, incentives, compensation or Statements;
your breach of Section 8 or Section 9;
worker-classification or tax issues; and
disputes between you and another user.

Procedure. Gadabout will give prompt notice of the claim, let you control the defense and cooperate reasonably. You may not settle a claim in a way that admits fault for Gadabout without our consent.

21. Governing law and disputes

Governing law. Florida law governs these Terms, without regard to conflict-of-laws rules.
Informal resolution first. Before filing any claim, the complaining party must email the other a description of the dispute, and both must try in good faith to resolve it for 30 days.
Courts. Claims must be brought only in the state or federal courts located in Miami-Dade County, Florida. Each party consents to those courts' jurisdiction.
Urgent relief. Either party may seek urgent injunctive relief in any competent court to protect its confidential information or intellectual property.
Jury waiver. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL.
Class-action waiver. Claims may be brought only individually, not as a plaintiff or class member in any class, collective or representative action.

22. Changes to these Terms

For a material change, we will notify you by email and in the app at least 30 days before it takes effect. If you don't agree, stop using the Services and close your account before then. Continuing to use the Services after that date means you accept the change.
Minor changes take effect when posted.
Changes will never apply retroactively to expand how we use data already collected, and changes to Section 21 won't apply to disputes already pending or known.
Past versions are available on request from legal@gadabout.co.

23. Notices

To you. We send notices to the email address on your account or show them in the app.
To us. Send legal notices to legal@gadabout.co and privacy requests to privacy@gadabout.co. Our mailing address is Park Axis LLC, doing business as Gadabout, 1825 Ponce de Leon Blvd, Suite 605, Coral Gables, FL 33134.
Timing. An email notice is received when sent, unless the sender gets a delivery-failure message.

24. General

Entire agreement. These Terms and the Privacy Policy are the entire agreement about the Services.
Severability. If any part of these Terms is unenforceable, the rest still applies.
No waiver. Not enforcing a right doesn't waive it.
Assignment. You may not assign these Terms without our consent, except to a successor in a merger or sale of your business. We may assign them to an affiliate or successor.
Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
Relationship. The parties are independent contractors.
No third-party beneficiaries. In particular, a Supplier's Agency is not a beneficiary of our obligations to that Supplier.
Export laws. You will comply with US export laws.