Read this before you accept. This is a binding agreement between you and
Sayan Renovations & Construction, LLC (“Sayan” or the
“Company”). It governs your access to and use of
Sayan Pulse, the Company’s proprietary platform, and the confidential
information you encounter through it and through your employment. You must scroll to the end
before you can accept. Save or print a copy for your records.
1. Parties, Purpose and Consideration
This Agreement is entered into between Sayan Renovations & Construction, LLC, a Texas
limited liability company with its principal place of business at 4801 Spring Valley Road,
Suite 94, Farmers Branch, Texas 75244, and you, the employee accepting below
(“you” or “Employee”).
Sayan has developed and owns Sayan Pulse, a proprietary software platform used to conduct
property walks and take-offs, track production and progress, manage change orders,
communicate with clients, and store project and client information. Access to Sayan Pulse is
a privilege extended solely to support your job duties.
In exchange for your agreement to the terms below, Sayan agrees to provide you with access to
Sayan Pulse and to Confidential Information, specialized training, and client relationships
that you would not otherwise have. You acknowledge that this access is valuable
consideration, that Sayan would not grant it without your promises here, and that the
restrictions in this Agreement are ancillary to and part of this otherwise enforceable
agreement.
2. Definitions
“Platform” means Sayan Pulse in every form — web, mobile,
and any successor, module, portal, or integration — together with its source code,
design, user interface, workflows, logic, features, templates, reports, data structures, and
all content and data within it.
“Confidential Information” means any non-public information of
Sayan or of a Sayan client, vendor, or partner that you learn, access, or create in
connection with your employment, whether or not marked confidential. It includes without
limitation:
- everything within or produced by the Platform, including project data, scopes, walk and take-off data, production and progress records, photos, punch lists, and messages;
- pricing, unit costs, labor rates, markups, margins, bid strategy, estimating methods, and cost databases;
- client and prospect lists, property lists, contacts, contract terms, and client requirements or preferences;
- subcontractor and vendor lists, rates, terms, and performance information;
- the Platform’s design, features, screens, workflows, roadmap, and technical architecture;
- standard operating procedures, checklists, templates, forms, training materials, and internal know-how;
- business plans, marketing strategy, financial information, and any Sayan trade secrets.
Confidential Information does not include information that is or becomes public
through no fault of yours, that you lawfully knew before your employment without any duty of
confidence, or that you lawfully receive from a third party with no duty of confidence.
“Authorized Purpose” means performing your assigned duties as a
Sayan employee, for Sayan’s benefit, and nothing else.
3. Confidentiality
You agree that, during your employment and at all times afterward, you will:
- hold all Confidential Information in strict confidence;
- use it only for the Authorized Purpose;
- not disclose it to anyone outside Sayan — including family, friends, former or prospective employers, competitors, subcontractors, or clients other than the client the information belongs to — without written authorization from an officer of Sayan;
- not disclose it to other Sayan personnel who do not need it for their own duties;
- protect it with at least reasonable care, keep devices used to access it secured and password-protected, and report any suspected loss, theft, or unauthorized disclosure to Sayan management immediately.
These obligations survive the end of your employment and continue for as long as the
information remains confidential. For information qualifying as a trade secret, they continue
for as long as it remains a trade secret under applicable law.
4. Authorized Use of Sayan Pulse
Your access to the Platform is a limited, personal, non-transferable, revocable privilege
granted for the Authorized Purpose only. Sayan may monitor, audit, suspend, restrict, or
terminate your access at any time, with or without notice and with or without cause. Your
account is yours alone and your credentials are yours alone.
You should have no expectation of privacy in your use of the Platform.
Sayan may log and review activity, content, messages, uploads, and access records within the
Platform for security, quality, compliance, and business purposes, to the extent permitted by
law.
5. Prohibited Uses
You will not, directly or indirectly:
5.1 Sharing and access
- share, lend, sell, or transfer your login credentials or account to any other person, inside or outside Sayan;
- allow any other person to view, use, or operate the Platform through your access, including by sharing a screen, device, or session;
- create, request, or facilitate accounts or access for anyone not authorized by Sayan;
- demonstrate, tour, preview, or show the Platform to any third party — including prospective clients, competitors, recruiters, or software developers — without written authorization from an officer of Sayan.
5.2 Personal use and personal gain
- use the Platform, or any Confidential Information in it, for personal purposes or any purpose unrelated to your Sayan duties;
- use the Platform, or anything derived from it, for your own profit or the profit of any other person or business — including side work, moonlighting, consulting, freelance or “cash” jobs, flipping, or any independent construction, renovation, or contracting activity;
- use the Platform to solicit, quote, bid, price, or perform work outside of Sayan;
- use Sayan’s client relationships, pricing, vendor terms, or estimating data to benefit yourself or any competitor;
- accept any payment, commission, kickback, discount, or other benefit from any client, subcontractor, vendor, or third party in connection with your access to the Platform or Confidential Information.
5.3 Copying, extraction, and reverse engineering
- copy, download, export, screenshot, photograph, scrape, print, forward, or otherwise remove Platform data or Confidential Information except as required for the Authorized Purpose and stored only on Sayan-approved systems;
- store Platform data or Confidential Information in any personal email account, personal cloud storage, personal device backup, personal notes app, or any third-party AI, analytics, or software tool not approved in writing by Sayan;
- copy, reproduce, adapt, translate, modify, or create derivative works from the Platform;
- reverse engineer, decompile, disassemble, or attempt to derive the source code, design, structure, or underlying logic of the Platform;
- build, help build, specify, or fund any product, application, tool, spreadsheet system, or service that replicates, imitates, or competes with the Platform, or provide anyone else with information to do so;
- attempt to bypass, disable, or defeat any security control, permission, role gate, or access restriction in the Platform, or access any area, account, project, or record you have not been authorized to access.
5.4 Conduct
- use the Platform to send harassing, discriminatory, threatening, defamatory, or unlawful content;
- upload malware or knowingly upload false, fraudulent, or misleading project records;
- use the Platform in violation of any law or of any Sayan policy.
6. Ownership — Sayan Property
The Platform and everything in it is the exclusive property of Sayan Renovations &
Construction, LLC. This includes the Platform itself, its name and branding, its
source code, design, and features, all data and content within it, all Confidential
Information, and all patents, copyrights, trademarks, trade secrets, and other intellectual
property rights in any of the foregoing.
Nothing in this Agreement or in your employment transfers to you any ownership, license, or
other right in the Platform or in Confidential Information. Your access grants you no rights
beyond permission to use the Platform for the Authorized Purpose while Sayan permits it.
Work product. All work product, inventions, improvements, designs, software,
documentation, templates, processes, checklists, drawings, photographs, reports, and other
materials that you create, conceive, or contribute to within the scope of your employment or
using Sayan’s time, equipment, systems, Platform, or Confidential Information are
“works made for hire” owned by Sayan. To the extent any such item is not a work
made for hire by operation of law, you hereby irrevocably assign it, and all rights in it, to
Sayan. You agree to sign any documents Sayan reasonably requests to confirm, perfect, or
register its ownership, during and after your employment.
Feedback. Any suggestion, feedback, or idea you provide about the Platform
may be used by Sayan freely, without restriction, attribution, or compensation to you.
7. Return and Deletion of Company Property
On the end of your employment, or at any earlier time Sayan requests, you will immediately:
- stop all use of the Platform and of Confidential Information;
- return all Sayan property, devices, equipment, documents, and materials in any form;
- permanently delete all Sayan data and Confidential Information from any personal device, account, drive, or cloud storage, and from any third-party tool;
- if asked, confirm in writing that you have done so.
You will not retain any copy, note, extract, or summary in any medium.
8. Non-Solicitation
You acknowledge that Sayan’s client relationships, pricing, and workforce are valuable
assets built at significant expense, and that the Confidential Information and Platform
access Sayan provides you would give you an unfair advantage in exploiting them. Accordingly,
during your employment and for twenty-four (24) months after it ends, for
any reason, you will not, directly or indirectly:
-
Clients. Solicit, divert, or attempt to divert renovation, construction, or
related services business away from any Sayan client, prospective client, or property that
you personally worked on, contacted, submitted a bid to, or received Confidential
Information about during the final twenty-four (24) months of your employment.
-
Personnel. Solicit, recruit, hire, or attempt to hire away any person who
is then a Sayan employee, or who was a Sayan employee within the preceding six (6) months,
or encourage any such person to leave Sayan.
-
Subcontractors and vendors. Induce or attempt to induce any subcontractor,
vendor, or supplier to stop doing business with Sayan, reduce its business with Sayan, or
breach its agreement with Sayan.
These restrictions are limited to the geographic areas and client accounts in which you
actually worked or about which you received Confidential Information. They do not restrict
general advertising not targeted at Sayan clients or personnel, and they do not prohibit you
from working in the construction industry generally — this is not a non-compete.
If a court finds any part of this Section too broad, you and Sayan agree the court should
reform and enforce it to the maximum extent permitted by law rather than strike it, as
provided in Section 12.
9. Enforcement, Remedies and Legal Action
You acknowledge that any breach of this Agreement would cause Sayan immediate and
irreparable harm for which money damages alone would not be adequate. If you
breach or threaten to breach this Agreement, Sayan may pursue all remedies available to it,
including:
- temporary, preliminary, and permanent injunctive relief and specific performance, without the necessity of posting a bond, to stop the conduct;
- actual, consequential, and, where available, exemplary damages;
- disgorgement of any profit, compensation, or benefit you obtained through the breach — if you use the Platform or Confidential Information for personal gain, Sayan may recover that gain;
- recovery of its reasonable attorneys’ fees and costs, to the extent permitted by law;
- claims under the Texas Uniform Trade Secrets Act, the federal Defend Trade Secrets Act, the Texas Harmful Access by Computer Act, the federal Computer Fraud and Abuse Act, and any other applicable civil or criminal law.
Sayan may also refer any matter it believes involves theft, fraud, or unauthorized computer
access to law enforcement. Any breach is also grounds for discipline up to and including
immediate termination of employment. Sayan’s failure to enforce any provision on one
occasion is not a waiver of that or any other provision.
Federal trade secret notice (18 U.S.C. § 1833(b)). You will not be held
criminally or civilly liable under any federal or state trade secret law for disclosing a
trade secret (a) in confidence to a federal, state, or local government official, directly or
indirectly, or to an attorney, solely for the purpose of reporting or investigating a
suspected violation of law; or (b) in a complaint or other document filed under seal in a
lawsuit or other proceeding. If you sue Sayan for retaliation for reporting a suspected
violation of law, you may disclose the trade secret to your attorney and use it in the court
proceeding, so long as you file any document containing it under seal and do not otherwise
disclose it except pursuant to court order.
10. Protected Rights
Nothing in this Agreement limits your right to:
- discuss your own wages, hours, or terms and conditions of employment with coworkers or others, or otherwise engage in protected concerted activity under Section 7 of the National Labor Relations Act;
- report possible violations of law to, file a charge with, or communicate or cooperate with any government agency — including the EEOC, NLRB, SEC, OSHA, DOL, or a state equivalent — without notice to or approval from Sayan;
- respond truthfully to a valid subpoena, court order, or other legal requirement (you agree to notify Sayan promptly beforehand, unless prohibited by law, so it may seek protection);
- receive any award for information provided to a government agency.
11. Employment Status
This Agreement is not an employment contract and does not guarantee employment for any period
or on any terms. Your employment with Sayan remains at will: either you or
Sayan may end it at any time, with or without cause and with or without notice. This
Agreement survives the end of your employment as provided above.
12. Governing Law, Venue and General Terms
Governing law. This Agreement is governed by the laws of the State of Texas,
without regard to its conflict-of-laws rules.
Venue. Any action arising out of or relating to this Agreement will be
brought exclusively in the state or federal courts located in Dallas County, Texas, and you
consent to the personal jurisdiction of those courts. If you work in a state whose law
mandates a different forum or different treatment of Section 8, that mandatory law will apply
to the minimum extent required, and the remainder of this Agreement stays in force.
Severability and reformation. If any provision is held invalid or
unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or
severed if it cannot be, and the rest of this Agreement remains in full effect.
Entire agreement; amendment. This Agreement is the entire agreement between
you and Sayan on these subjects and supersedes prior understandings about them. It does not
supersede any separate written agreement you have signed with Sayan that provides Sayan
greater protection. Sayan may update this Agreement; material changes will be presented to
you for renewed acceptance in Sayan Pulse, and continued use of the Platform after an update
is presented constitutes acceptance of it.
Assignment. Sayan may assign this Agreement to any successor or affiliate.
You may not assign it. It binds your heirs and legal representatives.
Third-party information. You will not bring to Sayan, or use in your work,
any confidential information belonging to a former employer or other third party.
13. Electronic Signature and Consent
You consent to conduct this transaction electronically and to receive this Agreement and
related records in electronic form. You agree that:
- checking the acceptance box, typing your full legal name, and clicking “I Agree” constitutes your electronic signature;
- that electronic signature has the same legal force and effect as a handwritten signature under the federal E-SIGN Act and the Texas Uniform Electronic Transactions Act;
- Sayan may record and retain your name, job title, user account, IP address, device information, and the date and time of your acceptance, together with the exact version of this Agreement you accepted, as evidence of your assent;
- you have had the opportunity to read this Agreement in full, to print or save a copy, and to consult an attorney of your choosing before accepting;
- you have the hardware and software necessary to access and retain this Agreement, and you may request a paper copy from Sayan management at no charge.
If you do not agree to these terms, do not accept. Contact Sayan management instead. Access
to Sayan Pulse requires acceptance.
— End of Agreement —