Terms of Use

1. Introduction

These Terms of Use (these "Terms") are an agreement between you and zzTakeoff, LLC, a Utah limited liability company ("zzTakeoff," "we," "us," or "our"). These Terms govern your use of the zzTakeoff websites, including zztakeoff.com and any other websites, subdomains, and domains we operate in connection with our services (collectively, the "Site"), and the zzTakeoff online construction takeoff software and related services, including any content, features, components, plugins, test or preview environments, and training we provide (together with the Site, the "Service").

By creating an account, making a purchase, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If you use the Service on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms, and "you" includes both you individually and that organization.

2. Eligibility

You must be at least 18 years old to create an account or make purchases. Students under 18 may use the Service under the supervision of a school or other organization that has accepted these Terms on their behalf. The Service is intended for business, professional, and educational use and is not directed to children under 13.

3. Accounts

When you register, you must provide accurate, current, and complete information, and keep it up to date. We may refuse or reclaim usernames that impersonate another person, infringe another's rights, are offensive, or may cause confusion. We may refuse registration or decline to provide the Service to anyone at our discretion.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, including purchases. Login credentials are for use by a single individual and may not be shared. Each license may be used by only one user at a time. You may reassign a license from one user to another, but your subscription authorizes simultaneous use only up to the number of licenses you have purchased. Notify us promptly if you believe your account has been accessed without authorization.

4. License and Acceptable Use

Subject to these Terms and payment of applicable fees, zzTakeoff grants you a limited, non-exclusive, non-transferable right to access and use the Service for your business purposes during your subscription period.

If you compete with zzTakeoff, or you are acting on behalf of someone who does, you may not access or use the Service without our prior written consent.

Reasonable usage. The Service is intended for ordinary business use. We may establish and adjust reasonable limits on usage, including storage, bandwidth, file sizes, and request rates. We may throttle, suspend, or disable access that we reasonably believe is abusive, excessive, harmful to the Service or other users, or likely to put our infrastructure or reputation at risk.

5. Your Content

Definition. "Your Content" means the files and data you upload to or create in the Service, including plans, drawings, images, PDFs, specifications, measurements, takeoff data, estimates, messages, and project information.

You own Your Content. zzTakeoff claims no ownership of Your Content. You grant zzTakeoff a limited license to host, store, process, transmit, and display Your Content solely as needed to operate, maintain, support, and secure the Service. We access Your Content only for those purposes.

You are responsible for Your Content. You are solely responsible for Your Content, including any images or documents you upload, and for any consequences (legal or otherwise) that arise from it. You represent and warrant that you own or have all rights, licenses, releases, and permissions necessary to upload and use Your Content in the Service, and that Your Content does not infringe or violate the intellectual property, privacy, or other rights of any third party.

You may not upload content that is unlawful, infringing, or otherwise objectionable, or that contains harmful code. We are not obligated to monitor Your Content, but we may review and remove content that violates these Terms or interferes with the Service. We are not responsible for the content or conduct of other users, and you interact with other users at your own risk. Content you add to a shared workspace or project is visible to other members of that workspace, and you are responsible for who you invite and what you share there.

Backups and exports. We take care to back up Service data, including with cross-region backups. Still, no backup system can guarantee against every loss. We encourage you to retain copies of your original files and to use the Service's export and print features to keep your own records of your projects, and you assume the risk of relying on the Service as the only place your files and data are stored.

Usage data. We may collect and use data about how the Service is used and performs, in de-identified or aggregated form, to operate and improve the Service. This does not include Your Content in identifiable form.

Feedback. If you send us ideas or suggestions about the Service, we may use them without restriction or obligation to you.

6. zzTakeoff's Property

The Service, including its software, design, text, graphics, logos, and trademarks (collectively, the "Materials"), is owned by zzTakeoff and its licensors and is protected by U.S. and international intellectual property laws. Except for the limited right to use the Service in Section 4, no rights in the Materials are granted to you. zzTakeoff's trademarks may not be used without our prior written permission.

7. Subscriptions, Fees, and Payment

Fees. You agree to pay all fees for your subscription and any other purchases at the prices in effect when charged, plus applicable taxes. Payments are processed by a third-party payment processor.

Automatic renewal. Subscriptions renew automatically at the end of each billing period until cancelled. You authorize us and our payment processor to charge your payment method on file for each renewal and for any other purchases you make. You may cancel at any time through your account or by contacting support; cancellation takes effect at the end of the current billing period.

Free trials. We may offer free trials of the Service. No payment method is required to start a trial, and a trial does not convert automatically into a paid subscription; a paid subscription begins only if you purchase one. We may modify, limit, or end any trial, including yours, at any time at our discretion.

Refunds. Except as required by law, fees are non-refundable, and no refunds or credits are provided for partial billing periods. Any refund we choose to issue is at our sole discretion and is not a waiver of this policy.

Price changes. We may change our prices. Price changes take effect at your next renewal, and we will use reasonable efforts to notify you in advance.

Nonpayment. We may suspend or terminate your access to the Service if your account is past due.

8. Plugins, Add-Ons, and Experimental Features

The Service may support plugins, integrations, or other add-ons developed by third parties or other users, and the Site may contain links to third-party websites. zzTakeoff does not control and is not responsible for third-party plugins, integrations, websites, or services, and provides no warranty regarding them. Your use of them is at your own risk and subject to the third party's own terms. Plugins and add-ons that we develop and offer are part of the Service and are covered by these Terms.

The Service may include tools for building your own plugins, scripts, and components. Anything you build is Your Content - you own it, you are responsible for it, and it must comply with these Terms. If you share what you build with other users, they use it at their own risk. We may review, approve, reject, disable, or remove any plugin, script, component, or add-on at any time at our discretion, whether developed by us, by you, or by a third party, including any that violates these Terms or interferes with the Service. You may sell or commercially distribute plugins for use with the Service only through an official zzTakeoff plugin marketplace or with our prior written approval.

We may offer experimental features, tools, templates, plugins, and other items. These are provided as-is, may not have gone through our standard testing, may be modified or discontinued at any time, and may be subject to additional terms we provide, which govern for those items. Review any output before relying on it.

9. Maintenance and Availability

We are continually improving the Service and may add, change, or remove features at any time. We may use artificial intelligence tools to help provide the Service, including assisting with customer support requests. We may perform scheduled maintenance, which may temporarily interrupt the Service. We will use reasonable efforts to provide advance notice of planned downtime we expect to be significant. Scheduled maintenance and reasonable emergency maintenance are not a breach of these Terms. We do not guarantee that the Service will be uninterrupted, error-free, secure, or available at any particular time.

10. Copyright Infringement (DMCA)

If you believe material on the Service infringes your copyright, send a notice to our designated agent at support@zztakeoff.com including: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to locate it; (d) your name, address, telephone number, and email address; (e) a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner.

Counter-notices may be filed as provided under the DMCA. We suggest you consult your attorney before filing a notice or counter-notice; there are penalties for false claims. We may terminate the accounts of users who repeatedly infringe the copyrights of others.

11. Term, Suspension, and Termination

You may stop using the Service and cancel your subscription at any time as described in Section 7; cancelling does not entitle you to a refund. We may suspend or terminate your access to the Service, with notice to you, if you breach these Terms or if your account is past due, and we may terminate for any other reason upon reasonable notice.

If we terminate these Terms without cause, we will refund any prepaid fees covering the period after the termination date. This refund applies only when we choose to terminate without cause. No refund is owed if we terminate or suspend for your breach of these Terms or for nonpayment, or if you cancel your subscription yourself.

Upon termination, your right to access the Service ends. You are responsible for exporting Your Content before your account closes. We may delete Your Content beginning 30 days after termination, unless the law requires otherwise. Sections that by their nature should survive termination (including Sections 5, 6, and 12 through 16) will survive.

12. Disclaimers

THE SERVICE AND ALL MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, ZZTAKEOFF AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ZZTAKEOFF OR THROUGH THE SERVICE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

TAKEOFF MEASUREMENTS, COUNTS, AND ESTIMATES PRODUCED WITH THE SERVICE DEPEND ON YOUR INPUTS AND SETTINGS AND ON THE PLANS YOU UPLOAD, INCLUDING THEIR PAGE SCALE. ANY SCALE SET OR DETECTED AUTOMATICALLY BY THE SERVICE IS AN ESTIMATE. YOU ARE RESPONSIBLE FOR VERIFYING THE SCALE, MEASUREMENTS, AND ACCURACY OF YOUR TAKEOFFS AND ESTIMATES BEFORE RELYING ON THEM. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER ZZTAKEOFF NOR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, BUSINESS, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICE, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL LIABILITY OF ZZTAKEOFF FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO ZZTAKEOFF FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

14. Indemnification

You agree to indemnify, defend, and hold harmless zzTakeoff and its members, managers, officers, employees, contractors, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your Content, including any claim that Your Content infringes or violates the rights of any third party; (b) your breach of these Terms; (c) your violation of any law; or (d) your use of the Service.

15. Class Action Waiver

You and zzTakeoff agree that any claim arising out of or relating to the Service or these Terms may be brought only in your or its individual capacity, and not as a plaintiff or class member in any class, consolidated, or representative action. If a court finds this waiver unenforceable as to a particular claim, the waiver is severed as to that claim only, and the remainder of these Terms remains in effect.

16. Governing Law and Venue

These Terms are governed by the laws of the State of Utah, without regard to its conflict of laws principles. You agree that any dispute arising out of or relating to the Service or these Terms will be brought exclusively in the state or federal courts located in Washington County, Utah, and you consent to the jurisdiction of those courts and waive any objection to venue or inconvenient forum. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND ZZTAKEOFF EACH WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS.

17. Export Compliance

You may not use or access the Service in violation of U.S. export control or sanctions laws. You represent that you are not located in a country or region subject to a U.S. government embargo and that you are not on any U.S. government restricted-party list. You are responsible for compliance with local laws in the places where you use the Service.

18. Changes to These Terms

We may update these Terms from time to time. Updated Terms will be posted on the Site with a revised "Last Updated" date, and we will use reasonable efforts to notify you of material changes. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

19. Notice for California Users

Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

20. Miscellaneous

Some sales, support, and training services may be provided by authorized third parties acting on zzTakeoff's behalf; these Terms apply to the Service regardless of who provides those services.

Sweepstakes, contests, and other promotions we offer may be subject to additional official rules. If those rules conflict with these Terms, the official rules govern for that promotion.

In these Terms, "including" means "including without limitation." Neither party is liable for delay or failure to perform due to events beyond its reasonable control. If any provision of these Terms is found unenforceable, it will be severed, and the remaining provisions will remain in effect. No waiver of any breach is a waiver of any other breach. You agree that misuse of the Service or breach of Sections 4, 5, or 6 may cause zzTakeoff irreparable harm for which money damages would be inadequate, and that zzTakeoff may seek injunctive or other equitable relief, without posting a bond, in addition to its other remedies. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. These Terms, together with our Privacy Policy and any order or subscription documents, are the entire agreement between you and zzTakeoff regarding the Service and supersede all prior agreements on that subject. If you and zzTakeoff have entered into a separate written agreement signed by both parties covering the Service, that agreement controls over these Terms to the extent of any conflict.

We may provide notices to you by email to the address associated with your account or through the Service, and those notices are effective when sent. Notices to zzTakeoff must be sent to support@zztakeoff.com and are effective when we receive them. You consent to receive communications from us electronically, and electronic communications satisfy any legal requirement that a communication be in writing.

21. Questions

If you have questions about these Terms or the Service, contact us at support@zztakeoff.com.