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SmartTakeoffs, LLC License Agreement

Last updated: June 11, 2026

Thank you for choosing our products and services. The products and services are provided by SmartTakeoffs, LLC of Texas, United States on behalf of itself and its affiliates and subsidiaries (hereinafter referenced as “SmartTakeoffs,” “we,” “our,” or “us”). For purposes of this agreement “you” means the individual accepting the terms of this License Agreement (as defined below).

If you need to contact us, you can do so at hello@smarttakeoffs.com.

1. Binding Terms

1.1. You or the company you are employed by (the “SmartTakeoffs Customer”) has entered into a contract with us for access to and use of the Services as defined below. The Services include the web application at smarttakeoffs.com, AI-powered takeoff tools, generated deliverables (spreadsheets, PDFs, quote emails, CSVs, estimates), dashboards, group management, addendum tracking, and all related features, updates, and documentation (“Services”).

1.2. By registering for an account, accessing, or using our Services you confirm that you have read, understood, and agree to the terms set out on this page, and that an enforceable contract comes into force between you, the end user, and us (“License Agreement”). If you do not agree, you must not access or use the Services.

1.3. We may modify this License Agreement from time to time. We will notify you of material changes via email, in-app notice, or through the Services. Continued use of the Services after the effective date of the updated License Agreement constitutes your acceptance. If you do not agree to the changes, you must stop using the Services and cancel your subscription.

2. License and Conditions of Use

2.1. Subject to your compliance with this License Agreement, payment of all Fees (if applicable), and any Order Form, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Services solely for the SmartTakeoffs Customer’s internal business purposes related to foodservice equipment estimating and bidding (Division 11 takeoffs). This includes use by your authorized employees or contractors (each a “User”) up to the limits in your subscription plan.

2.2. You represent and warrant that:

2.3. Restrictions. You shall not, and shall not permit others to:

Any violation may result in immediate suspension or termination of this License Agreement.

3. Registration and Security

3.1. You must provide accurate, current, and complete information during registration and keep it updated. You are responsible for all activities conducted under your account and with your credentials.

3.2. You shall maintain strong passwords and keep credentials confidential. You must notify us immediately of any suspected unauthorized access. We are not liable for losses due to your failure to secure your credentials. You are responsible for all activities that occur using your account and passwords.

3.3. You agree not to attempt to bypass any security mechanism used in connection with the Services, or take any action which undermines the safety or security of the Services or any user.

3.4. We may monitor use to ensure compliance with this License Agreement and enforce subscription limits.

4. Customer Data, Outputs, and AI-Specific Terms

4.1. Ownership and Licenses. As between you and SmartTakeoffs, you (as the SmartTakeoffs Customer) retain all right, title, and interest in and to the Customer Data.

You grant SmartTakeoffs a limited, worldwide, non-exclusive, royalty-free, sublicensable license during the Term to host, copy, transmit, process, analyze, and use Customer Data as necessary to provide the Services, generate Outputs, improve the platform, enforce this License Agreement, and create Anonymous Data. This License Agreement is limited to what is required for these purposes and does not transfer ownership of Customer Data to SmartTakeoffs.

SmartTakeoffs (and its licensors) retain all right, title, and interest in the Services, underlying technology, AI models, algorithms, prompts, templates, and all improvements, derivatives, and aggregated/de-identified data derived from usage (collectively, “Anonymous Data”). You have no rights in Anonymous Data.

4.2. AI Outputs and Human Review Requirement. The Services use artificial intelligence to process Customer Data and generate Outputs, including (but not limited to) takeoff spreadsheets, equipment schedules, quantities, spec extractions, quote-request emails, labor and fab estimates, CSVs, and project dashboards. All Outputs are provided strictly as assistive tools and preliminary aids. You acknowledge and agree that AI-generated Outputs are not guaranteed to be accurate, complete, or error-free. You assume full responsibility and all risk for verifying the accuracy as more fully set forth in Section 9, Your Representations and Warranties.

4.3. Use of Customer Data for Training. SmartTakeoffs does not use your bid documents, project files, or other sensitive Customer Data to train AI models that are shared with or accessible by other customers, except for narrow, fully de-identified and aggregated contributions (for example, generic freight or labor rate trends). Any such use will comply with our Privacy Policy.

4.4. Data Retention and Deletion. We may retain Customer Data and Outputs in accordance with our Privacy Policy and data retention practices. You are strongly encouraged to export your Customer Data and Outputs regularly and prior to cancellation or termination of your account. Upon termination or expiration of this License Agreement (subject to any outstanding payment obligations), we may delete or anonymize Customer Data after providing a reasonable post-termination export window, as further described in the Privacy Policy. We have no obligation to retain Customer Data indefinitely.

5. User Generated Content

5.1. Some of the Services may enable you and others to upload, share, or publish materials (“User Generated Content”). In doing so, you grant the SmartTakeoffs Customer and our respective service providers a perpetual, non-exclusive, royalty free, sub-licensable and transferable right to use, display, copy, modify, disclose and create derivative works of such User Generated Content.

5.2. You represent and warrant, and shall ensure, that any material you upload, share, or publish:

5.3. Neither the SmartTakeoffs Customer nor its service providers shall have responsibility to review any User Generated Content or Confidential Information submitted by you or any other person for compliance with this License Agreement or otherwise, or exercise any degree of editorial control, and you acknowledge that we are acting as a mere conduit. We may however remove, or suspend access to, any User Generated Content at any time in our absolute discretion.

6. Data Use and Ownership

6.1. Customer Data. You (as the SmartTakeoffs Customer) retain all right, title, and interest in and to any Customer Data and other materials or information that you upload, submit, or otherwise provide to the Services.

You grant SmartTakeoffs a limited, worldwide, non-exclusive, royalty-free, sublicensable (to service providers), and transferable license during the Term to host, copy, transmit, display, process, analyze, and use Customer Data solely as necessary to: (i) provide, maintain, and improve the Services (including generating Outputs); (ii) enforce this License Agreement; (iii) create de-identified or aggregated Anonymous Data; and (iv) as otherwise permitted in this License Agreement or our Privacy Policy.

You represent and warrant that you have all necessary rights, consents, and permissions to provide Customer Data to SmartTakeoffs and to grant the foregoing license, and that doing so does not violate any third-party rights, applicable law, or confidentiality obligations.

6.2. Outputs and Work Product. The Services process Customer Data to generate outputs such as takeoff spreadsheets, equipment schedules, spec extractions, quote-request emails, labor estimates, CSVs, project dashboards, and other deliverables (collectively, the “Outputs” or “Work Product”).

As between you and SmartTakeoffs, you own the Outputs and Work Product generated from your Customer Data, subject to SmartTakeoffs’ underlying intellectual property rights in the Services, AI models, algorithms, and technology used to create them. You are granted a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute the Outputs solely for your internal business purposes and in connection with the specific construction projects for which they were generated for the term of this License Agreement.

You acknowledge that Outputs are AI-generated aids that require independent human review, verification, and professional judgment by qualified estimators before use in bids, quotes, or construction activities. SmartTakeoffs makes no representation or warranty as to the accuracy, completeness, or suitability of any Outputs.

6.3. SmartTakeoffs Proprietary Data and Technology. All data, technology, AI models, algorithms, prompts, training methodologies, templates, user interfaces, documentation, and other materials provided by or generated through the Services (excluding Customer Data and Outputs) are owned exclusively by SmartTakeoffs or its licensors. You shall not: (i) copy, transfer, publish, distribute, or disclose any such proprietary materials except as expressly permitted; (ii) use any SmartTakeoffs-provided data or Outputs to train, develop, or improve any competing service or AI model; or (iii) remove or obscure any proprietary notices contained in the Services or Outputs.

Any data feeds, manufacturer reference data, or standardized libraries made available by SmartTakeoffs (if any) are provided on a limited, revocable basis for use solely within the Services and may not be extracted, exported, or reused outside the platform without our prior written consent.

6.4. Anonymous Data and Analytics. SmartTakeoffs may collect, aggregate, de-identify, and analyze usage data, metadata, patterns, and other information derived from Customer Data and use of the Services in a manner that does not identify you, the Customer, or any specific project (“Anonymous Data”). SmartTakeoffs shall own all right, title, and interest in such Anonymous Data and may use it for any lawful purpose, including to improve, enhance, and market the Services, develop new features, and generate industry benchmarks or insights.

6.5. Data Retention and Deletion. We will maintain Customer Data and Outputs in accordance with our Privacy Policy and data retention practices. Upon termination or cancellation of your account (subject to any outstanding payment obligations), you may export your data using available tools during the post-termination access window. We reserve the right to delete or anonymize Customer Data after a reasonable period following termination, as set forth in the Privacy Policy.

6.6. Feedback. You are welcome to provide any suggestions, ideas, improvements, or other feedback regarding the Services (“Feedback”), and rights in and to such Feedback shall be governed by Section 12, Proprietary Rights.

7. Term, Suspension and Termination

7.1. The Term begins on acceptance and continues until canceled or terminated. Subscriptions auto-renew unless canceled per plan terms. You may cancel per your plan (access continues to end of period).

7.2. We may suspend or terminate all or part of your access (and your rights to access and use) the Services without notice if we have reason to suspect that: (i) you have violated the License Agreement; or (ii) the License Agreement expires or is terminated; (iii) we consider it reasonably necessary to avoid loss or damage or prevent harm; or (iv) we are requested to do so by any regulatory authority.

7.3. Upon termination, you must cease use, pay outstanding Fees, and (upon request) return/destroy our Confidential Information. You may export your Customer Data and/or Outputs within a reasonable period of time.

8. Our Warranties and Disclaimers

8.1. Our Limited Warranty: We warrant that the Services will materially conform to their description during the Term when used per our documentation. Your remedy is for SmartTakeoffs, in its sole discretion, to repair or replace the Services or refund a pro-rata portion of Fees for the affected period. SmartTakeoffs does not warrant that the operation of the Services or any of its parts will meet your particular application requirements, or that operation of the Services or any of its parts will be uninterrupted or error free. You assume full responsibility for determining suitability of the Services for your use.

8.2. AS IS DISCLAIMER: EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL OTHER WARRANTIES (EXPRESS, IMPLIED, STATUTORY), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF AI OUTPUTS, UNINTERRUPTED OPERATION, OR NON-INFRINGEMENT. AI RESULTS MAY CONTAIN ERRORS; YOU BEAR ALL RISK OF USE.

9. Your Representations and Warranties

9.1. You represent and warrant that you and the SmartTakeoffs Customer (if different) have the full legal capacity, authority, and necessary licenses, permits, and qualifications to use the Services and to engage in commercial foodservice equipment bidding and estimating activities.

9.2. You represent and warrant that:

9.3. AI Outputs as Estimation Aids. You acknowledge and agree that the Services use artificial intelligence to analyze documents and generate Outputs (including takeoffs, equipment schedules, quantities, labor estimates, spec extractions, and related deliverables). All Outputs are provided as preliminary estimation aids only. You represent and warrant that you will treat all Outputs strictly as opinion and assistive tools, and that you will not rely upon any Output without independent professional review, verification, and validation by a qualified estimator or other appropriate personnel. You assume full responsibility and risk for any decisions, bids, quotes, contracts, or actions taken based on the Outputs.

9.4. SmartTakeoffs does not represent, warrant, or guarantee the accuracy, completeness, timeliness, or suitability of any Outputs, AI-generated content, or other information provided through the Services. SmartTakeoffs does not endorse or assume responsibility for the content of any Customer Data, third-party manufacturer data, project specifications, or external information processed by the Services. You warrant and represent that your use of the Services and Outputs is solely as a source of preliminary information and opinion.

9.5. You agree that, as between you and SmartTakeoffs, you are in the best position to assess the potential risks, losses, or damages that may arise from your use of the Services, including but not limited to errors in quantities, equipment selections, labor estimates, missed specifications, bid rejections, project delays, or financial losses. You therefore agree to accept the burden of verifying all Outputs and of obtaining appropriate insurance coverage for such risks. You waive any right of subrogation against SmartTakeoffs with respect to any insurable loss arising from your use of the Services.

9.6. You agree to indemnify, defend, and hold harmless SmartTakeoffs, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Your breach of any representation, warranty, or obligation under this License Agreement; (b) Any use of or reliance on the Outputs or Services; (c) Any acts, omissions, or statements made through your account (including those enabled by your login credentials); (d) Any disclosure or unauthorized use of your passwords or account access; or (e) Any allegation that your Customer Data infringes third-party rights or violates applicable law.

This indemnity obligation survives termination of this License Agreement.

10. Limitation of Liability

10.1. Limitation of Liability Cap. IN THE EVENT YOU OR THE SMARTTAKEOFFS CUSTOMER ASSERT ANY CLAIM, DEMAND, OR CAUSE OF ACTION AGAINST SMARTTAKEOFFS ARISING OUT OF OR RELATING TO THIS LICENSE AGREEMENT, THE SERVICES, ANY OUTPUTS, OR CUSTOMER DATA, SMARTTAKEOFFS’ TOTAL AGGREGATE LIABILITY SHALL BE LIMITED TO THE LESSER OF: (a) the total amounts actually paid by you or the SmartTakeoffs Customer to SmartTakeoffs under this License Agreement during the twelve (12) months immediately preceding the claim; or (b) One Thousand United States Dollars ($1,000), whichever is less. This limitation applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

10.2. Exclusion of Certain Damages. IN NO EVENT SHALL SMARTTAKEOFFS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY:

10.3. Basis of the Bargain. You acknowledge and agree that the foregoing limitations are a fundamental and material part of the bargain between you and SmartTakeoffs, that SmartTakeoffs has relied on these limitations in offering the Services and setting the Fees, and that these limitations will apply even if any limited remedy fails of its essential purpose. You further acknowledge that you are in the best position to assess and insure against potential risks arising from your use of the Services.

Nothing in this License Agreement excludes or limits liability for death or personal injury resulting from negligence where such limitation is prohibited by law.

11. Confidentiality

11.1. Definition of Confidential Information. “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably would be understood to be confidential given the nature of the information and the circumstances of disclosure.

For the avoidance of doubt, Customer Data (including bid documents, project manuals, drawings, addendums, specifications, equipment schedules, rep mappings, labor rates, pricing information, and any other project- or business-sensitive materials you upload or submit) constitutes Confidential Information of yours (or the SmartTakeoffs Customer). SmartTakeoffs’ Confidential Information includes, without limitation, the Services, AI models, algorithms, prompts, pricing, roadmaps, business processes, and any non-public technical or commercial information.

Publicly available information, information that becomes public through no fault of the Receiving Party, or information independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information shall not be considered Confidential Information.

11.2. Obligations of Confidentiality. The Receiving Party agrees to: (a) Hold the Disclosing Party’s Confidential Information in strict confidence and protect it using at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) Use the Confidential Information solely for the purpose of exercising its rights and performing its obligations under this License Agreement (including providing, receiving, and improving the Services); and (c) Not disclose, copy, reproduce, or transmit the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted in this Section.

11.3. Permitted Disclosures. The Receiving Party may disclose Confidential Information to the extent: (a) Required by applicable law, regulation, court order, or governmental authority (provided that, to the extent legally permissible, the Receiving Party gives the Disclosing Party prompt written notice to allow it to seek a protective order or other remedy); (b) Necessary to be disclosed to its employees, contractors, subcontractors, agents, or professional advisors who have a need to know for purposes of this License Agreement and who are bound by confidentiality obligations at least as protective as those in this Section; (c) The Confidential Information becomes generally available to the public through no breach of this License Agreement by the Receiving Party; or (d) The Disclosing Party provides prior written approval.

11.4. Service Providers and Processing. You acknowledge and agree that SmartTakeoffs may disclose or provide access to your Confidential Information (including Customer Data) to its third-party service providers, subprocessors, hosting providers, and AI infrastructure partners solely as necessary to provide, secure, maintain, and improve the Services, subject to confidentiality and data protection obligations consistent with this License Agreement and our Privacy Policy.

11.5. Anonymous Data and Aggregated Insights. Nothing in this Section restricts SmartTakeoffs’ right to collect, use, and disclose Anonymous Data (data from which all personally identifiable, project-specific, and Customer-identifying information has been removed or obscured). SmartTakeoffs may use Anonymous Data for any lawful business purpose, including service improvement, analytics, benchmarking, marketing, and product development. Any feedback, suggestions, or ideas you submit regarding the Services shall be deemed non-confidential and shall become SmartTakeoffs’ property.

11.6. Return or Destruction. Upon termination of this License Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information (and certify such destruction in writing), except for copies that are electronically archived in the ordinary course of business or as required by law. This obligation does not apply to data stored in routine backups that are not reasonably accessible or to Anonymous Data.

11.7. Survival. The obligations under this Section shall survive termination of this License Agreement for any reason and shall continue indefinitely with respect to Confidential Information that constitutes a trade secret under applicable law.

11.8. Remedies. The parties acknowledge that any breach of this Section may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity, without the need to post a bond.

12. Proprietary Rights

12.1. Ownership. All right, title, and interest in and to the Services (including the platform, AI models, algorithms, prompts, training methodologies, user interfaces, templates, documentation, and any underlying technology or materials used to provide them), SmartTakeoffs Marks, and all intellectual property rights therein are and shall remain exclusively with SmartTakeoffs or its licensors. You acknowledge that the Services are protected by copyright, trade secret, trademark, and other intellectual property laws.

Except for the limited license expressly granted in Section 2 (License and Conditions of Use), no other rights or licenses are granted to you, by implication or otherwise. You shall not, and shall not permit any third party to: copy, modify, adapt, translate, reverse engineer, decompile, disassemble, create derivative works of, or otherwise attempt to derive the source code or underlying structure of the Services or any part thereof.

12.2. Outputs and Customer Data. As set forth in Section 6 (Data Use and Ownership), you retain ownership of your Customer Data. You are granted a limited license to use the Outputs generated from your Customer Data solely for your internal business purposes. However, all intellectual property rights in the Services, AI technology, and any components used to generate such Outputs remain exclusively with SmartTakeoffs. You may not extract, reuse, or repurpose any proprietary elements of the Services (including AI logic or templates) outside of the permitted use of the Outputs.

12.3. SmartTakeoffs Marks. “SmartTakeoffs Marks” means all trademarks, service marks, logos, trade names, domain names, and other designations used by SmartTakeoffs, including but not limited to “SmartTakeoffs,” “SmartTakeoffs.com,” any logos appearing on the Services or Outputs, and any marks beginning or ending with “Smart” or “Takeoff” (or any confusingly similar variation).

You may not use or register any SmartTakeoffs Marks, or any name, mark, or designation that is the same as, or confusingly similar to, any SmartTakeoffs Mark, without our prior written consent. Any such unauthorized use or registration shall be deemed a material breach of this License Agreement.

12.4. Restrictions on Use of Marks. You shall not use or apply any SmartTakeoffs Marks or any confusingly similar marks or terms on or in: (a) your promotional materials, website, letterhead, business cards, estimates, proposals, contracts, or other documents; (b) metatags, hidden text, or search engine optimization practices; or (c) any manner that suggests endorsement, affiliation, or sponsorship by SmartTakeoffs.

You may, however, make factual statements such as “Powered by SmartTakeoffs” or “Takeoffs generated using SmartTakeoffs” in connection with Outputs you produce, provided such use complies with this License Agreement, including but not limited to any branding guidelines we may provide, and does not imply endorsement by SmartTakeoffs.

12.5. Challenges to Rights. Any challenge to, or attempt to register, obtain rights in, or contest the validity of the Services, SmartTakeoffs Marks, or any other SmartTakeoffs proprietary material (or any variation or simulation thereof) shall be deemed a material breach of this License Agreement. In such event, SmartTakeoffs may immediately terminate this License Agreement (and your access to the Services) without notice or opportunity to cure, in addition to any other remedies available at law or in equity.

12.6. Feedback. Any Feedback, or other communications you provide regarding the Services shall be considered non-confidential and shall become the sole property of SmartTakeoffs, which may use and incorporate it without compensation or attribution to you.

13. Remedies and Injunctive Relief

13.1. Acknowledgment of Irreparable Harm. You acknowledge and agree that any breach or threatened breach by you of this License Agreement — including, without limitation, breaches of Sections 2 (License and Conditions of Use), 6 (Data Use and Ownership), 11 (Confidentiality), or 12 (Proprietary Rights) — may cause substantial and irreparable harm to SmartTakeoffs, including but not limited to diminution in the value of the Services, unauthorized disclosure or use of proprietary AI technology, algorithms, models, trade secrets, or Customer Data of other users, loss of competitive advantage, and damage to goodwill.

Such harm would be difficult or impossible to measure with monetary damages alone. Accordingly, you agree that SmartTakeoffs shall be entitled to seek equitable relief, including preliminary and permanent injunctive relief, specific performance, and any other appropriate equitable remedies, without the need to prove actual damages or post a bond or other security.

13.2. Consent to Injunctive Relief. You expressly consent to the entry of both preliminary and permanent injunctions enjoining any further violation of this License Agreement. This consent applies upon SmartTakeoffs making a prima facie showing of breach in a court of competent jurisdiction. You further agree that you will not oppose, contest, or request that SmartTakeoffs be required to post any bond, security, or other undertaking in connection with any application for injunctive or equitable relief. You waive any right to argue that monetary damages would be an adequate remedy or that SmartTakeoffs must demonstrate irreparable harm beyond the acknowledgments in this Section.

13.3. Cumulative Remedies. SmartTakeoffs’ right to seek injunctive or equitable relief under this Section shall be in addition to, and not in lieu of, any other remedies available to SmartTakeoffs at law or in equity, including the right to recover monetary damages, termination of your access to the Services, and recovery of attorneys’ fees and costs in any successful enforcement action. Nothing in this License Agreement limits SmartTakeoffs’ ability to pursue claims for infringement of its intellectual property rights or violations of applicable law.

13.4. Survival. The provisions of this Section shall survive any termination or expiration of this License Agreement.

14. Governing Law and Jurisdiction

14.1. Governing Law. This License Agreement and any dispute or claim arising out of or in connection with it, its subject matter, formation, or any non-contractual disputes or claims shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

14.2. Exclusive Jurisdiction and Venue. The parties irrevocably agree that the state and federal courts located in Dallas County, Texas shall have exclusive jurisdiction over any dispute, claim, or proceeding arising out of or relating to this License Agreement or the Services. Each party hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection to the laying of venue in such courts, including any claim of inconvenient forum.

14.3. Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LICENSE AGREEMENT OR THE SERVICES.

14.4. Injunctive Relief Venue. Notwithstanding the foregoing, SmartTakeoffs may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights, enforce confidentiality obligations, or prevent irreparable harm, without being required to post a bond.

15. Fees, Billing and Payment

15.1. Fees. Access to and use of the Services is subject to the payment of all applicable fees as set forth within the Services, in your selected subscription plan, Order Form, or pricing page (collectively, “Fees”). Fees may include monthly or annual subscription fees, per-takeoff charges, overage fees, and other usage-based charges. All Fees are non-refundable except as expressly provided in this License Agreement or required by applicable law. Fees are subject to change upon notice to you, with continued use constituting acceptance of the new Fees.

15.2. Billing and Payment Terms.

15.3. Payment Due Date and Late Fees. Unless otherwise specified, payment is due immediately upon invoicing or charging for online payments. You shall pay all billed charges by the due date indicated. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less), compounded monthly, from the due date until paid in full.

15.4. Disputes. Any disputes regarding Fees must be submitted in writing to us within ten (10) days of the date of the invoice or charge. You must still pay the undisputed portion of any invoice when due. Any charges not timely disputed shall be deemed accepted and payable.

15.5. Default and Suspension. Your failure to make any payment when due shall constitute a material breach of this License Agreement. If payment is not received within fifteen (15) days after the due date, we may, without limitation of other remedies: (a) suspend or terminate your access to the Services (including locking projects and Outputs); (b) disable your account; and/or (c) pursue all available legal and equitable remedies. Reinstating access after suspension may require payment of all outstanding amounts plus a reactivation fee.

15.6. Taxes. All Fees are exclusive of applicable taxes. You shall be responsible for and shall pay all sales, use, value-added, GST, excise, or other taxes, duties, or governmental charges imposed on the provision or use of the Services (excluding taxes based on SmartTakeoffs’ net income). If we are required to pay any such taxes on your behalf, you shall reimburse us promptly.

15.7. Electronic Payment. You agree to cooperate with us to set up and maintain electronic payment methods (such as ACH, credit card auto-pay, or other available options) for all amounts due under this License Agreement.

15.8. Commencement of Billing. Billing for a subscription or license period commences on the date you subscribe, create an account for paid Services, or as otherwise specified in your Order Form. For monthly subscriptions, the Term begins on the subscription start date and renews automatically unless properly canceled.

15.9. No Set-Off. You may not withhold or set off any amounts due to us against any claims or amounts you allege are owed to you.

16. Support, Training, and Data Storage

16.1. Support Services. During the Term of your subscription, SmartTakeoffs will provide technical support for the Services in accordance with our then-current support policies (available on the Site or in your account dashboard). Support may include email, in-app chat, help center documentation, and, at our discretion, telephone or video support.

Support is provided on a reasonable efforts basis. Response times and availability levels are not guaranteed unless you have purchased a premium support plan (if offered). We reserve the right to modify support offerings and channels from time to time.

16.2. Training and Onboarding. Training resources, onboarding sessions, webinars, and documentation are available through the Services and at https://smarttakeoffs.com. Additional personalized training or group sessions may be available for an extra fee as determined by SmartTakeoffs. Please contact hello@smarttakeoffs.com or visit the Site for current training options and scheduling.

16.3. Updates and Maintenance. SmartTakeoffs may periodically update, enhance, or modify the Services (including AI models and features). You acknowledge that such updates may be applied automatically. We will make reasonable efforts to provide notice of material changes that could impact your use of the Services. Support for older versions of the Services may be limited or discontinued after a reasonable notice period.

16.4. Data Storage and Retention. You are solely responsible for exporting and backing up any Customer Data or Outputs you wish to retain before the end of your subscription or the applicable retention period. Upon termination, we may provide a limited post-termination export window, after which access will be revoked.

If you later re-subscribe after cancellation, we do not guarantee that prior Customer Data or Outputs will still be available. Additional fees may apply for any data recovery or migration services.

SmartTakeoffs shall have no liability for any lost or corrupt Customer Data and/or Outputs, and Customer is solely responsible for maintaining its own backups of Customer Data and/or Outputs.

16.5. No Warranty on Support. All support and training services are provided “as is” without any additional warranties beyond those expressly stated in Section 8 (Our Warranties and Disclaimers). We do not guarantee that support will resolve every issue, that the Services will be error-free, or that all features will remain available indefinitely.

16.6. Publicity. During the Term of this License Agreement, SmartTakeoffs shall have the right, but not the obligation, to publicly list your company (or the SmartTakeoffs Customer) as a customer or user of the Services on the SmartTakeoffs website, in marketing materials, case studies, presentations, press releases, or other promotional content. Any such use will be factual and shall not imply any endorsement of your products or services beyond the fact of your use of the Services.

SmartTakeoffs will remove your company name and any related references from such public materials within thirty (30) days following (i) termination or expiration of this License Agreement, or (ii) your written request (sent to hello@smarttakeoffs.com or the then-current support address). You may not issue any press release or public statement concerning this License Agreement or your relationship with SmartTakeoffs without our prior written consent.

17. Miscellaneous Provisions

17.1. Electronic Communications. You consent to receiving all notices, agreements, disclosures, and other communications from SmartTakeoffs electronically (via email, in-app notifications, or through the Services). Electronic notices shall be deemed received on the date they are sent. You agree that any electronic signature or click-through acceptance of this License Agreement shall have the same legal effect as a physical signature.

17.2. No Waiver. No failure or delay by either party in exercising any right, power, or remedy under this License Agreement shall operate as a waiver of any such right, power, or remedy. A single or partial exercise of any right or remedy shall not preclude further exercise of that right or remedy or the exercise of any other right or remedy. All rights and remedies provided in this License Agreement are cumulative and in addition to any rights or remedies available at law or in equity.

17.3. Severability. If any provision of this License Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable under applicable law, that provision shall be severed or reformed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect. The invalidity of any provision in one jurisdiction shall not affect its validity in any other jurisdiction.

17.4. Export Controls and Restricted Use. You represent and warrant that you are not located in, or a national or resident of, any country subject to U.S. export restrictions or sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine). You further represent that you are not identified on any U.S. government denied-party, sanctions, or export-restricted lists. You shall not use, export, re-export, or transfer the Services in violation of U.S. export control or sanctions laws. Any breach of this Section shall constitute a material breach of this License Agreement.

17.5. Force Majeure. Excluding payment of Fees, neither party shall be liable for any delay or failure to perform its obligations under this License Agreement (except for payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor strikes, pandemics, governmental orders, or failures of third-party infrastructure.

17.6. Assignment. You may not assign, transfer, or delegate this License Agreement or any of your rights or obligations hereunder without SmartTakeoffs’ prior written consent. SmartTakeoffs may assign this License Agreement in whole or in part without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

17.7. Entire Agreement. This License Agreement, together with the Privacy Policy, any Order Form or subscription plan, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, communications, or agreements, whether written or oral.

18. Interpretation

18.1. In this License Agreement: (i) the singular includes the plural and vice versa, and references to the “Services” include any part of them; (ii) references to a “person” include any individual, firm, company, corporation, government, state or agency of a state, or any association, trust, joint venture, consortium, or partnership (whether or not having a separate legal personality); (iii) “including,” “in particular,” “for example,” and similar expressions are illustrative only and do not limit the generality of any preceding words; and (iv) headings are for convenience only and do not affect interpretation.

This License Agreement should be read together with our Privacy Policy. Questions? Email hello@smarttakeoffs.com.