Terms of Service

Last updated: April 12, 2026

These Terms of Service (“Terms”) govern your use of SmartTakeoffs (“SmartTakeoffs,” “we,” “us,” or “our”) and the software we provide at smarttakeoffs.com (the “Service”). Please read them carefully.

1. Definitions

“Customer” means the company that holds a SmartTakeoffs account. “User” means an individual authorized by a Customer to use the Service. “Customer Data” means the bid documents, project files, and other content a Customer uploads to, or generates through, the Service. “Order Form” means any online sign-up, checkout, or written order referencing these Terms.

2. Acceptance of terms

By creating an account or using the Service, you agree to these Terms. If you do not agree, do not use the Service. If you are using the Service on behalf of a company, you represent that you are authorized to bind that company to these Terms, and in that case “you” means that company.

3. The Service

SmartTakeoffs is an AI-powered Division 11 takeoff application built for commercial foodservice equipment dealers. It reads bid documents, produces takeoff spreadsheets, rep-routed quote request emails, installation and fabrication estimates, and AutoQuotes-compatible project files.

4. Early access

The Service is currently in early access. That means features are still evolving, some functionality may be labeled “beta,” and things may change, break, or be removed on short notice. We will use reasonable efforts to communicate material changes, but the Service is offered during early access without any service-level commitment. Any features marked beta, preview, or experimental may be modified or withdrawn at any time without liability.

5. Accounts and authority

• You must be an authorized user of the company on whose behalf you are using the Service, and you represent that you have authority to bind that company to these Terms.
• You agree to provide accurate account information and keep it up to date.
• You are responsible for keeping your credentials secure and for any activity under your account. Notify us promptly of any suspected unauthorized access.
• The Customer is responsible for the acts and omissions of its Users when they use the Service.

6. Acceptable use

You agree not to:

• Reverse engineer, decompile, or attempt to extract the source code of the Service, except to the extent permitted by law.
• Use the Service in violation of any applicable law or regulation.
• Upload malware, exploit code, or content you do not have the rights to upload.
• Interfere with the integrity or performance of the Service, or attempt to gain unauthorized access to other accounts or data.
• Resell, sublicense, or white-label the Service without a written agreement with us.
• Use the Service to build or train a competing product, or to benchmark it for a competing product, without our prior written consent.

7. Intellectual property

SmartTakeoffs owns the Service, including the software, models, extraction prompts, UI, and supporting content. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription, solely for your internal business purposes.

You retain ownership of Customer Data, including the bid documents you upload and the takeoffs, spreadsheets, quote emails, and other outputs generated for you through the Service. You grant us a limited, worldwide, royalty-free license to host, copy, process, and display Customer Data solely to operate, secure, and improve the Service for you and to meet our obligations under these Terms.

We may generate de-identified and aggregated data from Customer Data and usage of the Service (for example, accuracy benchmarks, feature usage counts). That aggregated data does not identify you or your Customers and may be used by us for any lawful purpose, including improving and marketing the Service.

8. Feedback

If you send us ideas, suggestions, or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use that feedback without any obligation to you. You are not required to provide feedback, and nothing in this section requires you to disclose confidential information.

9. AI output — human review required

The Service uses AI to read specifications, drawings, and addendums and to produce takeoff data. AI can and does make mistakes. Extracted model numbers, quantities, specifications, alternates, and labor estimates may be incomplete, wrong, or miscategorized. You understand and agree that:

• Every AI-generated takeoff requires review by a qualified human estimator before it is used for a bid.
• You are responsible for verifying accuracy — quantities, models, accessories, alternates, install scope, and fabrication dimensions — against the source documents.
• SmartTakeoffs is a tool that accelerates your estimating work. It is not a substitute for professional judgment, and we are not responsible for bids submitted using unreviewed AI output.

10. Pricing and payment

Early access to the Service is currently free. When we introduce paid plans, we will give you at least 30 days' notice before any charges apply to your account. Continued use after a pricing change takes effect constitutes acceptance of the new pricing.

Once paid plans go live, fees will be invoiced or charged through our payment processor on the billing cadence (typically monthly or annual) shown at checkout. Fees are non-refundable except where required by law or expressly stated in an Order Form. You are responsible for all taxes associated with your subscription other than taxes based on our net income. We may change the fees for a renewal period on at least 30 days' notice before the renewal.

11. Renewal and cancellation

Subscriptions are month-to-month with no long-term contracts unless an Order Form says otherwise. Subscriptions renew automatically at the end of each term until cancelled. You can cancel at any time from your account settings; your access continues through the end of the current billing period, and you will not be charged for the next term. You can export your takeoff data before or after cancellation.

12. Customer Data and privacy

Our handling of personal data is described in our Privacy Policy. You are responsible for having the right to upload Customer Data and for complying with laws that apply to your collection and use of it. We will take reasonable technical and organizational measures to protect Customer Data.

13. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Each party agrees to use the other's Confidential Information only to perform under these Terms and to protect it with at least the same care it uses for its own confidential information, and no less than reasonable care. Confidential Information does not include information that is or becomes public through no fault of the receiver, was already known without confidentiality obligations, or is independently developed.

14. Support

During early access, we provide best-effort support by email at hello@smarttakeoffs.com. We do not commit to specific response times or uptime. Custom onboarding, training, or professional services are not included unless agreed in writing.

15. Service availability and modifications

We work hard to keep the Service available and accurate, but during this stage we provide it on a best-effort basis without a formal service-level agreement. We may perform maintenance, deploy updates, or temporarily take features offline without prior notice. We may also add, change, or remove features over time. If we make a change that we reasonably believe materially degrades the Service for paying Customers, we will use reasonable efforts to provide advance notice.

16. Third-party services

The Service integrates with or references third-party products (for example, AutoQuotes-compatible files, third-party authentication providers, and manufacturers' reps). We are not responsible for those third-party products or services, and your use of them is governed by their own terms.

17. Copyright infringement

If you believe content stored on the Service infringes your copyright, send a notice to hello@smarttakeoffs.com that includes the information required by the Digital Millennium Copyright Act (DMCA). We will review and, where appropriate, remove the content and may terminate accounts of repeat infringers.

18. Disclaimers

The Service is provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, error-free, secure, or that AI-generated output will be accurate or complete.

19. Limitation of liability

To the fullest extent permitted by law, SmartTakeoffs' total aggregate liability arising out of or relating to the Service or these Terms will not exceed the fees you paid to us in the 12 months preceding the event giving rise to the claim (or, if no fees have been paid, US $100). We will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages — including lost profits, lost bids, lost data, or business interruption — even if we were advised of the possibility. These limitations apply to any theory of liability and form an essential basis of the bargain between the parties.

20. Indemnification

You agree to defend and indemnify SmartTakeoffs against any third-party claim arising out of your violation of these Terms, your misuse of the Service, or your infringement of third-party rights through Customer Data. We will correspondingly defend and indemnify you against any third-party claim alleging that the Service itself, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights. Our indemnity does not cover claims arising from Customer Data, your modifications to outputs, or your combination of the Service with products we do not provide. The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and reasonably cooperate.

21. Export controls and sanctions

You may not use the Service in violation of U.S. export-control or sanctions laws. You represent that you are not located in, and are not a national or resident of, any country subject to a comprehensive U.S. embargo, and that you are not on any U.S. government list of prohibited or restricted parties.

22. Force majeure

Neither party will be liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or infrastructure outages, and actions of third-party providers.

23. Governing law

These Terms are governed by the laws of the State of Texas, USA, without regard to its conflict-of-laws principles.

24. Dispute resolution

Before filing any formal claim, both parties agree to first attempt to resolve the dispute through good-faith negotiation. If that fails, disputes will be resolved by binding arbitration or in the state or federal courts located in Texas, and you consent to the jurisdiction and venue of those courts.

25. Termination

You may stop using the Service and cancel your subscription at any time. We may suspend or terminate your account if you materially breach these Terms, use the Service to harm others, or create legal risk for us. We will give reasonable notice where practical. On termination, you may request export of your Customer Data within a reasonable window, after which we may delete it.

26. Survival

The sections on Intellectual Property, Feedback, AI Output, Customer Data and Privacy, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and this Survival section, as well as any other provision that by its nature should survive, will survive termination of these Terms.

27. Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this section is void.

28. Changes to these terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' notice by email or in-app notice. Continued use of the Service after changes take effect means you accept the updated Terms.

29. Miscellaneous

These Terms, together with our Privacy Policy and any Order Form, are the entire agreement between you and SmartTakeoffs regarding the Service and supersede any prior agreements on the same subject. If any provision is found unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be modified to the minimum extent needed to make it enforceable. Our failure to enforce a provision is not a waiver. The parties are independent contractors; nothing in these Terms creates an agency, partnership, or joint venture. Notices to us may be sent to hello@smarttakeoffs.com; notices to you may be sent to the email address on your account.

30. Contact

Questions about these Terms? Email hello@smarttakeoffs.com.