Terms & Conditions

1. Scope of Work

Bishop Systems is engaged to design, build, and deliver the PRS CARES software platform — including the customer enrollment/warranty application, admin dashboard, and automation engine — per the agreed proposal. Additional features or scope beyond the agreed proposal are quoted and billed separately.

2. Fees & Payment

Total one-time build fee is $14,000.00 — $9,500.00 for the PRS CARES Customer App and $4,500.00 for the Membership & Payments Engine — payable in installments. Payment 1 ($3,000.00) was received July 2, 2026. This invoice bills Payment 2 ($3,000.00). The remaining $8,000.00 balance is billed on a flexible schedule by mutual agreement. A recurring platform retainer begins at launch and covers hosting, maintenance, monitoring, support, and ongoing updates; the retainer is between $500.00 and $2,000.00 per month depending on final scope and usage, to be mutually agreed before launch. All amounts are payable by Stripe, tap to pay, or card, due upon receipt.

3. Ownership & Data

Data. The Client owns all of its own business and customer data at all times and may request an export in a standard format at any time. Platform & Software. Bishop Systems solely and permanently owns all software, source code, frameworks, architecture, integrations, tooling, and infrastructure comprising the platform (the “Platform”), including all updates and derivative works. The build fee pays for the design, development, and delivery of the Platform as a hosted service; it does not transfer ownership of, or any right to the source code of, the Platform. Bishop Systems grants the Client a non-exclusive, non-transferable license to access and use the Platform for its business for as long as the monthly retainer remains active and current. The Platform is hosted and operated by Bishop Systems; source code is not delivered, assigned, or escrowed. The Client may not copy, resell, sublicense, reverse-engineer, or self-host the Platform, or have a third party reproduce it. Reservation of Rights. The Platform is Bishop Systems’ proprietary product; Bishop Systems retains the full and unrestricted right to develop, license, resell, white-label, and offer the Platform and its underlying technology to any other clients or businesses, in any market or industry, without restriction, royalty, or further consent — subject only to the Hawaii Exclusivity set out in Section 6. This reservation does not extend to the Client’s own confidential business and customer data, which remains solely the Client’s. If the retainer lapses or the engagement ends, the license and access to the Platform terminate; the Client’s exported data remains the Client’s.

4. Independent Contractor

Bishop Systems is an independent contractor and is not an employee, partner, agent, or joint venturer of Pacific Repair Services, PRS CARES, New Leaf, AWIS, or any affiliated party. Bishop Systems provides software/technology services only and is not a provider, administrator, obligor, or underwriter of any warranty, insurance, or regulated financial product. Nothing herein creates any authority for one party to bind the other.

5. Confidentiality

Each party will keep the other's non-public business, customer, and technical information confidential and use it only to perform under this engagement.

6. Territory, Exclusivity & Reselling Partnership

Hawaii Exclusivity. For so long as the monthly retainer remains active and current, Bishop Systems will not license, build, or resell the PRS CARES appliance-warranty/repair Platform to any other appliance-repair or appliance-warranty business operating in the State of Hawaii. This exclusivity is limited to that vertical and territory and does not restrict Bishop Systems outside Hawaii or in any other industry. It lapses automatically if the retainer lapses or the engagement ends. Reserved White-Label Rights. Outside the State of Hawaii, and in every other market and industry, Bishop Systems retains the full and unrestricted right to develop, license, white-label, and resell the Platform and its underlying technology without restriction or royalty. Reselling Partnership. Once the full one-time build fee ($14,000.00) has been paid in full, the Client (John Araki / Pacific Repair Services) and Bishop Systems will partner on reselling and white-labeling the Platform to third-party businesses — including B2B channels such as the BrandSource network — on revenue-share terms to be mutually agreed in writing at that time. No reselling partnership, revenue share, or reselling right of the Client arises unless and until the build fee is paid in full.

7. Late or Missed Payment

If a payment or the monthly retainer lapses, Bishop Systems may suspend the Client’s access to and hosting of the Platform until the account is brought current, and may terminate the license if the account remains past due. The Client’s exported data remains available to the Client.

8. Acceptance

Payment of this invoice constitutes acceptance of these Terms & Conditions. These terms govern the engagement and may be amended only in writing signed by both parties.