1. Eligibility and Acceptance

By accessing or using the Service, you agree to these Terms. If you accept these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

OmniTakeoff is intended for business use by commercial contractors, estimators, project teams, and related personnel. It is not intended for household or personal use.

2. Accounts, Orders, and Fees

You are responsible for maintaining accurate account information, managing authorized users, safeguarding credentials, and promptly notifying us of suspected unauthorized access.

• Subscriptions may be purchased through checkout, invoice, order form, or pilot agreement.
• Unless an applicable order says otherwise, paid subscriptions renew automatically for successive monthly or annual periods until canceled before renewal.
• Fees are due in advance unless a signed order or invoice states otherwise, and are non-refundable except as required by law or expressly stated in writing.
• We may change pricing prospectively with at least 30 days' notice, effective at the start of the next renewal term.

3. Acceptable Use

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service for your internal business operations.

You may not resell the Service, reverse engineer it, remove proprietary notices, use it to build a competing product, bypass security controls, upload malware, scrape the Service outside approved APIs, or use the Service in violation of law, bid rules, export controls, or third-party rights.

4. Customer Data

As between the parties, you retain all right, title, and interest in and to Customer Data. Customer Data includes files, drawings, specifications, spreadsheets, contact records, and other content submitted to or processed through the Service, including any personal data contained in that content.

You grant us a limited right to host, store, transmit, display, and process Customer Data only as necessary to provide, secure, support, and improve the Service and as otherwise permitted by these Terms, our Privacy Policy, and any applicable Data Processing Addendum.

You are responsible for the accuracy, legality, and permissions associated with Customer Data, and for deciding whether and how to rely on outputs generated by the Service.

5. AI-Assisted Features and Human Review

OmniTakeoff includes AI-assisted features for document analysis, takeoff support, estimate drafting, bid-compliance review, and related workflows. These features produce probabilistic outputs that may contain omissions, inaccuracies, or formatting errors.

• AI-generated outputs are assistive tools only and not legal, safety, engineering, accounting, or bidding advice.
• You remain solely responsible for reviewing, validating, and approving all takeoffs, estimates, compliance checklists, exports, communications, and submissions before using them on live bids or projects.
• The Service is not authorized to submit bids, certifications, or binding project commitments without human review and approval.

6. Third-Party Services and Integrations

The Service relies on third-party providers for hosting, storage, authentication, billing, monitoring, analytics, email, and AI processing. You may also enable integrations with third-party systems such as accounting or identity providers.

If you enable a third-party integration, you instruct us to exchange Customer Data with that third party as necessary to provide the integration. You are responsible for your relationship with that third party and for reviewing its terms and privacy practices.

7. Confidentiality, Privacy, and Security

Each party will use the other party's non-public confidential information only to perform or exercise rights under these Terms and will protect that information using at least reasonable care. Customer Data is your confidential information.

We will process personal data in accordance with our Privacy Policy and, where applicable, our Data Processing Addendum. We maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, loss, or disclosure.

8. Beta Features, Suspension, and Termination

We may offer alpha, beta, pilot, preview, or other pre-release features from time to time. Unless expressly stated in a signed agreement, those features are provided as-is and may be changed, suspended, or discontinued at any time.

We may suspend access if reasonably necessary to protect the Service, respond to a security issue, comply with law, or address a material breach such as non-payment. Either party may terminate for material breach that is not cured after notice, or as otherwise provided in an applicable order or pilot agreement.

9. Disclaimers and Liability

Except as expressly stated in these Terms or a signed agreement, the Service, documentation, beta features, and all outputs are provided on an as-is and as-available basis. To the maximum extent permitted by law, we disclaim implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, business opportunity, or data. Each party's total aggregate liability arising out of or related to these Terms will not exceed the greater of the amounts paid or payable by you to us for the Service in the 12 months before the event giving rise to the claim, or $100, except where liability cannot be limited by law.

10. Governing Law and Contact

These Terms are governed by the laws of the State of Washington, without regard to conflict-of-law rules. The parties will first try to resolve disputes informally. If a dispute is not resolved after notice, either party may pursue binding arbitration in Washington, except either party may seek injunctive relief to protect intellectual property or confidential information.

Questions about these Terms may be sent to legal@omnitakeoff.com.