Legal
Terms of service
DRAFT v1, 6 October 2026. Pending lawyer review. Not reviewed by a lawyer. Not for publication or for customers until a lawyer signs off and every placeholder is filled.
Effective date: date of publication. Last updated: date.
In plain words
- Sightgrid is software for construction companies. It finds problems, counts, calculates and suggests. It never designs, certifies or approves anything. Your licensed people check every result before anyone builds, orders or installs.
- Your company owns its data. We host and process it only to run the service.
- You pay by plan, by the order form or the pricing page, through Stripe. Plans renew on their own unless cancelled.
- Our total liability is limited to what you paid us in the last 12 months.
- Section 10 (construction disclaimers), section 19 (warranties), section 20 (liability) and section 25 (disputes, including arbitration and a class action waiver) affect your rights. Please read them.
IMPORTANT: SECTION 25 CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES AND A WAIVER OF CLASS ACTIONS AND JURY TRIALS, WITH A RIGHT TO OPT OUT WITHIN 30 DAYS.
1. Who these terms are between, and definitions
1.1 The parties. These Terms of Service ("Terms") are a contract between SIGHTGRID LEGAL ENTITY NAME, a Oklahoma / Delaware corporation ("Sightgrid", "we", "us"), and the business that signs up for, buys, or uses Sightgrid ("Customer", "you").
1.2 Definitions.
- "Service": the Sightgrid web app (installable on phones, tablets and computers), the Sightgrid Tools app, the free calculators, the website, and related support, documentation and updates.
- "Order Form": a signed order form, the Founding Customer Agreement, a Field Test Agreement, a quote, or the online checkout, that sets out the plan, seats, add-ons, price and term.
- "User": a person who uses the Service under your account, including people you or your users invite from other companies.
- "Customer Data": everything you or your Users put into the Service, including models, drawings, photos, voice notes, chat, clash records, sign-offs, schedules, price files, quotes and other records, and the results the Service creates from them for you.
- "Output": any result the Service produces, including clashes and close calls, bend results, imported drawing data, takeoffs, quotes, material lists, change orders, one-line diagrams, panel schedules, code checks, calculations and AI answers.
- "Job": a project in the Service. "Host": the company that started a Job. "Linked Company": another company the Host invites onto its Job.
- "Documentation": the help pages, lessons and guides we publish for the Service.
2. Accepting these Terms
2.1 How you accept. You accept these Terms when you sign an Order Form that refers to them, complete checkout, click to accept, or use the Service, whichever comes first.
2.2 Authority. If you accept for a company, you confirm that you have authority to bind it, and "you" means that company. If you do not have authority, or do not agree, do not use the Service.
2.3 Business use only. The Service is for businesses and the people who work for them. You confirm you are using it for business purposes, not as a consumer. Every User must be at least 18.
2.4 Users who are invited. A person invited to a Job uses the Service under the inviting company's account and must follow these Terms. The inviting company is responsible for them under section 3.4.
2.5 Order of precedence. If documents conflict, this order applies: (1) a signed Order Form or signed agreement with you, for that subject only; (2) these Terms; (3) our Privacy Policy and any data processing terms; (4) the Documentation.
3. Accounts and Users
3.1 Accounts. Your admin creates your company's account and invites Users. Each User needs their own access. Do not share a sign-in or a device session between people.
3.2 Roles and settings. Each User has a role on each Job (for example office, superintendent, foreman, estimator, crew, other trade or general contractor) and a company. Your company settings decide who may start jobs, invite people and companies, assign and clear items, share with a general contractor, upload model versions, edit schedules, send quotes, delete jobs and similar. You are responsible for choosing those settings and keeping them right.
3.3 Keep access safe. Invite links work once and expire after 7 days. Do not post them publicly. Keep devices locked. Use the admin controls to sign out devices and remove people who leave. Tell us at once at security@getsightgrid.com create this address if you suspect misuse.
3.4 You are responsible for your Users. You are responsible for everything done under your account, including by people you invite from other companies to your Jobs, and for their compliance with these Terms. A breach by a User is a breach by you.
3.5 Devices keep copies. The Service stores what a User sees on their device so it works offline. Removing a User, signing out a device or deleting a Job does not wipe the device. You are responsible for asking people who leave to delete the app's data.
3.6 A User deleting their own account. A User may delete their own account in Settings. They are taken off every Job and signed out of every device, and their name, email and phone number are replaced with "Former member" wherever their name is shown. Records that cannot be edited (for example the activity log, event history, clash history, verdicts, sign-offs and chat) stay with the Job and show "Former member", but still hold the name as first recorded until the Job is deleted. Photos and voice notes they took stay with the Job, which belongs to its company. The last office person of a company must hand office to someone else before deleting their account.
4. The Service, plans, seats and add-ons
4.1 What you get. We make the Service available to you during the subscription term under these Terms and your Order Form. Features differ by plan.
4.2 Plans and prices. Your plan, number of paid seats, add-ons, usage allowances, storage and price are those in your Order Form or, if you bought online, the pricing page and checkout at the time you bought. link the pricing page.
4.3 Seats. A paid seat is one named person in a paid role. Roles that are free under your plan (for example crew, other trades and general contractors' people, if your plan says so) do not use a seat. You may move a seat from one person to another. If you use more seats than you have paid for, we may bill the extra seats at the current price from the date of use.
4.4 Add-ons and usage limits. Add-ons (for example live supplier pricing, "Ask it in words", company-branded reports and extra storage) are switched on per company and billed as your Order Form or the pricing page says. Where an add-on has an allowance (for example a number of questions a month), use above it is billed at the stated rate, or stopped if you chose a hard stop. We may apply reasonable technical limits (file sizes, storage, rate limits) to protect the Service.
4.5 Demo jobs. Demo and sample jobs are for learning only and do not count toward your plan.
4.6 Free tools. The free calculators and any free part of the Service are provided under these Terms, including section 10, with no fee and no warranty, and we may change or stop them at any time.
5. Fees, billing and payment
5.1 Billing through Stripe. We bill through Stripe, Inc. You authorize us and Stripe to charge the card or bank account you give for all fees when due. Stripe's terms apply to the payment. We do not store full card or bank numbers.
5.2 Founding pricing. If your Order Form gives founding pricing, it applies for the period stated there (for example 50% off list for the first 12 months) and then ends. After that, list price applies at renewal unless your Order Form says otherwise. We will remind you of the renewal price at least 60 days before founding pricing ends.
5.3 Billing period and auto-renewal. You pay in advance, monthly or annually as chosen. Your subscription renews automatically for the same period at the then-current price unless you or we cancel before the renewal date. You can cancel from the billing page or by notice to us. Cancellation takes effect at the end of the paid period.
5.4 Price changes. We may change prices with at least 60 days' notice. A change never takes effect in the middle of a paid period. If you do not accept it, cancel before it takes effect.
5.5 Taxes. Prices do not include taxes. You pay all sales, use, goods and services, value added and similar taxes on the fees, other than taxes on our income. Stripe calculates tax at checkout from your billing address and tax ID. If you claim an exemption, give us a valid certificate.
5.6 Late or failed payment. If a payment fails, we and Stripe will try again and tell your billing contact. Your plan stays on for a grace period of 30 days from the failed payment. If the payment is still not made when the grace period ends, we may move your company to a reduced or read-only state, or suspend paid features, until it is paid, with notice as set out in section 22. Overdue amounts may carry interest at 1% a month or the highest rate the law allows, whichever is lower. You pay our reasonable costs of collecting overdue amounts.
5.7 Refunds. Fees are non-refundable and there are no refunds or credits for partial periods, unused seats or unused features, except where these Terms or your Order Form expressly give a refund (sections 18.3, 21.2 and 23.3) or the law requires one. Tools app purchases are refunded only under the app store's own rules (section 27).
5.8 Disputed charges. If you think a charge is wrong, tell us within 60 days of the invoice or charge. We will look into it in good faith. Raising a chargeback with your bank before contacting us is a breach of these Terms.
5.9 Currency. All amounts are in US dollars unless the Order Form says otherwise.
6. Free trials, field tests and demos
6.1 Trials and field tests. We may offer a free trial, a field test or a demo. Its length and scope are in the Field Test Agreement, Order Form or offer. When it ends, access ends or becomes read-only, unless you buy a plan. Data from a field test is handled as the Field Test Agreement says.
6.2 As is, and limited. Trials, field tests and demos are provided as is, without any warranty, and our total liability for them is limited to US$100. We may end them at any time. Sections 10 and 20 apply in full.
7. Acceptable use
You will not, and will not let anyone else:
- copy, sell, resell, rent, lease, lend or sublicense the Service, or offer it to others as a service bureau or on a time-share basis,
- reverse engineer, decompile, disassemble or try to extract source code, models, rules or the AI prompts of the Service, except to the extent the law allows despite this limit,
- access the Service to build a competing product, or copy its features, screens or design,
- probe, scan or test the security of the Service, or get around any limit, permission, rate limit or security measure, without our written permission,
- upload malware, harmful code, or files that are not what they claim to be,
- upload or share content you do not have the right to use, or that infringes anyone's rights, breaks a confidentiality duty, is unlawful, defamatory, harassing or abusive, or contains other people's personal information without a lawful basis,
- use the chat, comments or voice notes to harass, threaten or discriminate,
- scrape or pull data from the Service with automated tools beyond the exports we provide,
- put sensitive personal information (for example health, financial account or government ID numbers) into the Service unless it is needed for the job and lawful, and never into "Ask it in words",
- use the Service in breach of law, including privacy, export control and anti-corruption law, or
- use the Service in a way that could damage, overload or impair it, or interfere with other customers.
We may remove content, suspend a User or suspend an account that breaks this section (section 22).
8. Customer Data
8.1 You own it. As between you and us, you own Customer Data. We claim no ownership of it.
8.2 Our licence. You give us a worldwide, non-exclusive, royalty-free licence, for the term and the deletion period after it, to host, store, copy, process, transmit, display, back up, adapt (for example to show a model on a phone) and otherwise use Customer Data only to provide, secure, support and maintain the Service for you and your Users, to prevent abuse, to follow your instructions, and to comply with law. Our providers (listed in the Privacy Policy) may do the same on our behalf.
8.3 Your rights to the content. You confirm that you have, and will keep, all rights, licences and permissions needed to upload Customer Data and let us process it under these Terms. This includes building models, drawings and specifications made by architects, engineers, other trades or owners, which are often protected by copyright and by contract. You are responsible for following the terms under which you received them.
8.4 Personal information in Customer Data. You are responsible for having a lawful basis, and for giving any notice and getting any consent the law requires, for personal information you or your Users put into the Service, including photos of people, names, voice notes and supplier contacts. We process it as your processor or service provider, as set out in the Privacy Policy.
8.5 Accuracy and backups. You are responsible for the accuracy and completeness of Customer Data, and for keeping your own copies of documents you need to keep (for example drawings, permits, sign-off records and inspection records). The Service is not your only record.
8.6 Anonymous statistics. We may create and use anonymous, aggregate statistics about use of the Service (for example how many clashes were found per job, how long fixes take, which features are used) to run, secure and improve the Service, and may publish them, as long as they do not identify you, your Users, your Jobs or any person.
8.7 No sale and no AI training. We do not sell Customer Data. We do not use Customer Data to train AI models, and we do not let our AI provider train on it.
8.8 Learning across companies only by opt in. We do not use one Customer's Data to improve the Service for another Customer except through anonymous statistics under 8.6. If we ever offer a feature that learns from how problems were solved across companies, it will be off unless your admin opts in, in writing, and you may opt out at any time.
8.9 Export. While you have access, your office users can export any Job you host as a zip file (model files, photos, records and logs), and can download reports, CSV and BCF files. Each export is available to download for 1 day.
8.10 Deletion. Your office users can delete a Job you host. A deleted Job can be restored for 30 days and is then deleted for good from our live systems, as the Privacy Policy explains. After that we cannot restore it. Deleted data may remain in our backups until they are deleted on their normal cycle, which takes about 8 weeks.
9. Jobs shared between companies
9.1 One Job, several companies. A Host may invite Linked Companies, other trades and general contractor's people onto its Job. Each company runs its own people and its own company settings.
9.2 What each company sees. The Host's people see the Host's part of the Job, every clash on the Job, and what other companies share with or send to the Host. A Linked Company's people see their own company's part, and elsewhere only their trade's clashes, clashes they are invited to or on, and what is shared with them. Change notes and one-line notes stay inside a company unless it shares them. The Documentation describes the visibility rules in more detail, and they may change as the Service develops.
9.3 Each company controls its own data; the Host controls the Job. Each company remains the owner of the Customer Data it contributes. But the Job, and its record of what happened on it, is controlled by the Host. By contributing to another company's Job, you allow the Host and the other companies on it to see and use your contributions as the visibility rules allow, to keep them as part of the Job's record, and to export them, for the purposes of that Job.
9.4 Leaving or being removed. If the Host removes a Linked Company, or a Linked Company leaves, that company's people lose access at once and its office is given an export of its own records, kept for it to download for 30 days. Its contributions remain part of the Host's Job record.
9.5 When the Host deletes a Job. Every Linked Company on the Job loses access, and its office is given the same 30-day export of its own records. The Job is deleted for good once the 30-day restore period has passed and every such export has expired.
9.6 Sharing is your decision. Sharing a clash with a general contractor, inviting a company and sending a view-only link are decisions of your Users. A view-only link shows one clash as images and text to anyone who has it, for 30 days by default, unless cancelled sooner. We are not responsible for what other companies do with information you choose to share with them.
9.7 Your contracts with each other. We are not a party to the contracts between the companies on a Job. The Service does not change who is responsible for what under those contracts. Who covers the cost of another company's access is between you, the Host and your Order Forms.
10. Construction disclaimers: tools and suggestions only
10.1 TOOLS AND SUGGESTIONS ONLY. EVERY OUTPUT OF THE SERVICE IS A TOOL, A SUGGESTION OR A PLANNING AID. THIS INCLUDES, WITHOUT LIMIT: CLASH DETECTION AND CLOSE CALLS; THE BEND CHECK AND BEND RESULTS; DRAWING IMPORT AND ANYTHING READ FROM A DRAWING; TAKEOFFS AND QUANTITIES; QUOTES, QUOTE REQUESTS AND MATERIAL LISTS; ONE-LINE DIAGRAMS AND PANEL SCHEDULES; CODE CHECKS AND CODE REFERENCES; CIRCUIT, LOAD, VOLTAGE DROP, BOX FILL, CONDUIT AND OTHER CALCULATIONS; CHANGE REPORTS BETWEEN MODEL VERSIONS; SCHEDULES AND TIMELINES; AND ANY ANSWER, FILLED-IN VALUE OR TEXT FROM "ASK IT IN WORDS" OR ANY OTHER AI FEATURE.
10.2 NOT PROFESSIONAL ADVICE. THE SERVICE AND ITS OUTPUT ARE NOT ENGINEERING, ARCHITECTURAL, DESIGN, INSPECTION, CODE-COMPLIANCE, LEGAL OR OTHER PROFESSIONAL ADVICE OR SERVICES. SIGHTGRID IS A SOFTWARE COMPANY. WE ARE NOT AN ENGINEER, ELECTRICIAN, ARCHITECT, INSPECTOR OR OTHER LICENSED PROFESSIONAL, AND WE DO NOT PRACTISE ANY PROFESSION. NO OUTPUT IS A STAMPED OR SEALED DRAWING, A CERTIFIED CALCULATION, AN APPROVAL OR A PROFESSIONAL OPINION. NOTHING IN THE SERVICE MAKES US THE ENGINEER OF RECORD, THE ELECTRICIAN OF RECORD, THE DESIGNER OR THE INSPECTOR ON ANY JOB.
10.3 YOU VERIFY EVERYTHING BEFORE YOU ACT. YOU AND YOUR QUALIFIED, LICENSED PROFESSIONALS ARE SOLELY RESPONSIBLE FOR CHECKING AND CONFIRMING EVERY OUTPUT AGAINST THE CURRENT DRAWINGS, THE SITE, THE MANUFACTURER'S INSTRUCTIONS, THE CONTRACT DOCUMENTS AND THE CODES AND STANDARDS THAT APPLY WHERE THE WORK IS, BEFORE ANYONE RELIES ON IT TO DESIGN, BUILD, CUT, BEND, ORDER, PRICE, BID, INSTALL, ENERGIZE OR SIGN OFF ANY WORK.
10.4 YOU REMAIN RESPONSIBLE FOR THE WORK. YOU REMAIN SOLELY RESPONSIBLE FOR YOUR WORK, YOUR BIDS AND PRICES, YOUR ORDERS, YOUR INSTALLATIONS, SITE SAFETY, PERMITS AND INSPECTIONS, AND COMPLIANCE WITH THE NATIONAL ELECTRICAL CODE, THE CANADIAN ELECTRICAL CODE, LOCAL AMENDMENTS AND EVERY OTHER CODE, STANDARD, LAW AND CONTRACT THAT APPLIES.
10.5 NO GUARANTEE OF COMPLETENESS OR ACCURACY. WE DO NOT PROMISE THAT THE SERVICE WILL FIND EVERY CLASH, CONFLICT OR PROBLEM, THAT A RESULT MARKED CLEAR IS CLEAR, OR THAT ANY NUMBER, QUANTITY, PRICE, CALCULATION, CODE REFERENCE OR AI ANSWER IS CORRECT, COMPLETE OR CURRENT. IN PARTICULAR:
- Results depend on your inputs. Clash results, takeoffs, schedules and change reports are only as good as the models, drawings and data you give the Service. If a model is wrong, out of date, incomplete, badly coordinated or not built as drawn, the Output will be too. We do not check models or drawings against the building.
- Drawing import can misread. Reading values, symbols, scales and text from drawings and files is imperfect.
- Code rules may not match your job. Code checks are written from a stated edition of a code (for example the 2023 National Electrical Code). Your jurisdiction may use a different edition or local amendments, and our rules may contain errors or omissions.
- AI can be wrong. "Ask it in words" can misread a request, fill in a wrong value or leave out a condition. Always check the inputs it fills in.
- The bend check is a guide. Bend results depend on the bender, the conduit, the material and the person bending. Check against the bender maker's instructions and measure on site.
- Offline copies can be out of date. A device working offline may not show the latest changes until it syncs.
10.6 SUPPLIER PRICES ARE NOT OURS. PRICES, AVAILABILITY, LEAD TIMES AND PRODUCT DATA FROM SUPPLIERS, PRICE FILES OR LIVE SUPPLIER PRICING COME FROM THE SUPPLIER OR FROM YOU, NOT FROM US. WE DO NOT SET, GUARANTEE OR CHECK THEM, AND THEY MAY BE OUT OF DATE OR WRONG. A QUOTE OR MATERIAL LIST IN THE SERVICE IS NOT AN OFFER FROM US. YOUR CONTRACT FOR MATERIALS IS WITH THE SUPPLIER.
10.7 NO LIABILITY FOR RELIANCE. TO THE FULLEST EXTENT THE LAW ALLOWS, WE ARE NOT LIABLE FOR ANY LOSS, DAMAGE, COST, DELAY, REWORK, WASTED MATERIAL, FAILED INSPECTION, CODE VIOLATION, CLAIM, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH THAT ARISES FROM RELYING ON ANY OUTPUT, FROM ANY DESIGN, ORDERING, PRICING OR INSTALLATION DECISION, OR FROM A FAILURE TO VERIFY AN OUTPUT AS SECTION 10.3 REQUIRES.
10.8 Site photos and safety. You decide whether photos may be taken on a site. The Service is not a safety system, and nothing in it replaces your safety programme, lock-out procedures or the judgment of the people on site.
11. AI features
11.1 How they work. AI features use a third-party AI model (at the date of these Terms, Anthropic's commercial API) to turn words into calculator inputs or to map spreadsheet columns. The calculator does the math. The Privacy Policy explains what is sent and kept.
11.2 Your responsibility. You are responsible for what you put into an AI feature and for checking every AI result under section 10. Do not put personal or confidential information into an AI feature that the task does not need.
11.3 Limits and availability. AI features may have usage allowances, may be slower or unavailable at times, and need a connection. We may change the AI provider or model, with notice under the Privacy Policy where Customer Data is involved.
12. Third-party services and content
12.1 Third-party services. The Service works with third-party services, such as payment processing, email, app stores, supplier systems and file formats owned by others. Your use of a third-party service is governed by that third party's terms. We are not responsible for third-party services, their availability, or what they do with information you send them.
12.2 Third-party content. Models, drawings, price files, quotes and product data from others are third-party content. We do not review or endorse it.
12.3 Open-source software. The Service includes open-source software, which is licensed under its own licences. Nothing in these Terms limits your rights under those licences.
12.4 Copyright complaints. If you believe content in the Service infringes your copyright, send a notice to legal@getsightgrid.com create this address with the details the law requires. We may remove content and end the access of repeat infringers.
13. Confidentiality
13.1 What is confidential. "Confidential Information" is non-public information one party (the discloser) gives the other (the recipient) that is marked confidential or that a reasonable person would treat as confidential. Your Confidential Information includes Customer Data. Ours includes the Service, its non-public features, pricing given to you, our roadmap and these Terms' commercial terms in an Order Form.
13.2 Duties. The recipient will use the discloser's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and share it only with its employees, contractors, providers and advisers who need it and are bound by duties at least as protective.
13.3 Exceptions. Confidential Information does not include information that is or becomes public without the recipient's fault, that the recipient already knew without a duty of confidence, that the recipient receives from a third party free to share it, or that the recipient develops independently.
13.4 Required disclosure. The recipient may disclose Confidential Information when the law requires, after giving the discloser prompt notice where lawful so it can seek protection, and disclosing only what is required.
13.5 How long. These duties last for the term and 3 years after, and for trade secrets and Customer Data for as long as they remain confidential.
13.6 Existing NDAs. A viewer NDA or other confidentiality agreement you signed with us stays in force. Where it overlaps with this section, the one more protective of the discloser applies.
14. Intellectual property and feedback
14.1 Ours. We and our licensors own the Service and everything in it, including the software, code, designs, screens, calculators, rules, code tables, AI prompts, Documentation, the Sightgrid name and logos, and all improvements, whoever suggested them. Except for the limited right in 14.2, these Terms give you no rights in them. All rights not expressly granted are reserved.
14.2 Your right to use the Service. Subject to these Terms and payment, we give you a non-exclusive, non-transferable, non-sublicensable right, during the term, for your Users to use the Service for your internal business purposes.
14.3 Reports and exports you create. As between us, reports, drawings, schedules and exports you create from Customer Data with the Service belong to you, except for our software, templates, marks and labels in them. The "suggestion" and "planning aid" labels must stay on them where the Service puts them.
14.4 Feedback. If you or your Users give us feedback, ideas, suggestions or survey answers about the Service, you give us a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use them for any purpose without obligation to you. We will not name you as their source without your consent.
14.5 Your name and logo. We will not use your name or logo in marketing without your prior written approval, except as your Order Form or Field Test Agreement allows.
15. Security
We maintain reasonable administrative, technical and physical safeguards for Customer Data, as described in the Privacy Policy. If we confirm a security breach that affects your Customer Data, we will notify your admin without undue delay, tell you what we know, and keep you updated. You are responsible for your Users' devices, sign-ins and settings.
16. Availability and support
16.1 Availability. We work to keep the Service available, but we do not guarantee any level of uptime, and there are no service credits, unless your Order Form expressly includes a service level. The Service may be unavailable for maintenance, updates, provider outages or events outside our control. Most work in the app continues offline and syncs later, but sync, sharing, exports and AI features need a connection.
16.2 Maintenance. We try to give advance notice of planned downtime and to schedule it outside North American business hours.
16.3 Support. Users can reach us through the Help button in the app or at support@getsightgrid.com. We aim to reply within one business day (US Central Time). Response times are targets, not guarantees, unless your Order Form says otherwise.
17. Beta and preview features
We may offer features marked beta, preview, early access, coming or similar. They are provided as is, may be incomplete or wrong, may change or be removed at any time, and are excluded from any service level or warranty. Use them at your own risk, and do not rely on them for any decision without verification under section 10.
18. Changes to the Service and to these Terms
18.1 The Service. We may change, add or remove features. We will not materially reduce the core function of your paid plan during a paid period. If we remove a feature central to your plan, we will give at least 60 days' notice where we can.
18.2 These Terms. We may change these Terms. For a material change, we will tell your admin by email or in the app at least 30 days before it takes effect, unless the change is required sooner by law or only adds features. Continued use after the effective date means you accept the change.
18.3 If you do not agree. If a material change to these Terms or the removal of a feature central to your plan materially harms you, you may cancel before the change takes effect by notice to us, and we will refund any prepaid fees for the unused part of the current period.
18.4 Signed agreements. A change under 18.2 does not change a signed Order Form during its current term unless you agree.
19. Warranties and disclaimers
19.1 Mutual. Each party confirms that it has authority to enter these Terms.
19.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SIGNED ORDER FORM, THE SERVICE, THE OUTPUT AND THE DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, WE AND OUR LICENSORS AND PROVIDERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT DATA WILL NOT BE LOST, OR THAT ANY OUTPUT WILL BE CORRECT, COMPLETE OR FIT FOR ANY JOB. SECTION 10 APPLIES IN FULL.
20. Limitation of liability
20.1 EXCLUDED LOSSES. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, LOST OR CORRUPTED DATA, DELAY, REWORK, LIQUIDATED DAMAGES OR BACK CHARGES UNDER A CONSTRUCTION CONTRACT, COST OF SUBSTITUTE SERVICES, OR (SUBJECT TO 20.4) PROPERTY DAMAGE OR PERSONAL INJURY, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED THAT THEY WERE POSSIBLE.
20.2 CAP. TO THE FULLEST EXTENT THE LAW ALLOWS, OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICE, FOR ALL CLAIMS TOGETHER, IS LIMITED TO THE FEES YOU ACTUALLY PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE FIRST CLAIM. IF YOU PAID NOTHING (FOR EXAMPLE ON A FREE ACCOUNT, A TRIAL OR A FIELD TEST), OUR TOTAL LIABILITY IS US$100.
20.3 Who the limits protect. These limits also protect our founders, officers, employees, contractors, licensors and providers, and apply to claims by your Users.
20.4 Carve-outs. The limits in 20.1 and 20.2 do not apply to your payment obligations, your breach of section 7, your indemnity obligations under section 21.1, either party's fraud, or liability that cannot be limited by law (for example, in some places, death or personal injury caused by negligence).
20.5 Why. The fees reflect these limits. They are an essential part of the bargain.
20.6 Time limit for claims. To the extent the law allows, any claim against us must be brought within one year after it arose.
21. Indemnities
21.1 By you. You will defend us, our founders, officers, employees and contractors against any claim, demand, suit or proceeding by a third party (including your clients, a general contractor, an owner, another trade, a supplier, a regulator, your Users, or anyone injured), and pay the resulting damages, fines, settlements, costs and reasonable lawyers' fees, to the extent it arises from: (a) Customer Data, including a claim that it infringes or that you had no right to upload or share it; (b) your or your Users' use of the Service or Output, including any design, ordering, pricing, bid, installation or sign-off decision, and any failure to verify under section 10; (c) the work on any of your jobs; (d) your breach of these Terms or of law; or (e) a dispute between you and another company on a Job.
21.2 By us. We will defend you against any claim by a third party that the Service, as provided by us and used under these Terms, infringes a United States or Canadian patent, copyright or trademark, or misappropriates a trade secret, and pay the damages finally awarded or settlements we agree to. If such a claim is made or likely, we may, at our choice, get you the right to keep using the Service, change it so it does not infringe, or end your subscription and refund the prepaid fees for the unused part of the term. We have no obligation for claims arising from Customer Data, third-party content, open-source software, changes not made by us, combination with things we did not supply, use after we told you to stop, or use in breach of these Terms. This section 21.2 is our entire liability, and your only remedy, for infringement claims.
21.3 Process. The party seeking a defence must notify the other promptly (a delay only reduces the obligation to the extent it causes harm), give the defending party sole control of the defence and settlement, and give reasonable help at the defending party's cost. The defending party may not settle in a way that admits fault for, or imposes an obligation on, the other party without its consent, which may not be unreasonably withheld.
22. Suspension
22.1 When we may suspend. We may suspend a User, a Job or your account, in whole or in part: (a) if you or a User breach section 7 or section 24; (b) if payment is overdue after the grace period in 5.6; (c) to prevent a security threat, abuse, or harm to the Service, other customers or anyone else; or (d) where the law or a court requires.
22.2 Notice. Where reasonable we give notice before suspending and a chance to fix the cause. We may suspend without notice where there is an urgent risk or a legal requirement. We lift the suspension once the cause is fixed. Suspension does not end your duty to pay.
23. Term, termination, and your data afterwards
23.1 Term. These Terms start when you accept them and continue while you have a subscription, trial, field test or access, and until your Customer Data is deleted under 23.4.
23.2 Cancellation. Either party may stop a subscription from renewing as set out in 5.3.
23.3 For breach or insolvency. Either party may end these Terms or an Order Form by notice if the other party materially breaches them and does not fix the breach within 30 days after notice (10 days for non-payment), or becomes insolvent, makes an assignment for creditors, or has a receiver appointed. If you end for our uncured breach, we refund the prepaid fees for the unused part of the term. If we end for your breach, you pay all fees for the rest of the current term.
23.4 Your data after the end. For 30 days after your subscription ends ("Export Window"), your office users can download every Job you host from the Billing page, which shows the date your data will be deleted. Nothing is taken away during the Export Window. If you pay again during it, the Export Window is cancelled. After the Export Window, once one of our founders confirms, your Jobs, their files and your company's people are deleted from our live systems, through the same steps as a deleted Job (where another company is on one of your Jobs, it first gets its own 30-day copy under 9.5). We may also do this sooner if you ask in writing. Stripe keeps billing records, and we keep billing event records, as tax and accounting law requires. Backups are deleted on their normal cycle, which takes about 8 weeks. Data on Users' devices stays there until they delete it. We may keep what the law requires and anonymous statistics. After deletion we cannot recover your data.
23.5 Data on other companies' Jobs. Your contributions to Jobs hosted by other companies stay with those Jobs under section 9, and are not deleted when your own subscription ends.
23.6 What survives. Sections 5 (for amounts owed), 8.6, 9.3, 9.4, 10, 13, 14, 19, 20, 21, 23.4 to 23.6, 24, 25 and 26 survive the end of these Terms.
24. Export controls, sanctions and anti-corruption
24.1 Export and sanctions. The Service is subject to United States and Canadian export control and sanctions laws. You confirm that you and your Users are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive US or Canadian sanctions, and are not named on, or owned or controlled by anyone named on, a US, Canadian, EU or UN sanctions or restricted party list. You will not use, export or allow access to the Service in breach of those laws.
24.2 Anti-corruption. Neither party has offered or received, or will offer or receive, any bribe, kickback or improper payment in connection with these Terms, and each will comply with the US Foreign Corrupt Practices Act, Canada's Corruption of Foreign Public Officials Act and other anti-corruption laws that apply.
24.3 US government users. The Service is commercial computer software and commercial computer software documentation, provided to US government users only with the rights in these Terms.
25. Governing law and disputes
25.1 Governing law. These Terms are governed by the laws of the State of Oklahoma / Delaware, without regard to its conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
25.2 Talk first. Before starting any formal proceeding, a party must send the other a written notice describing the dispute, and senior people from each side must try in good faith to resolve it for 30 days.
25.3 Binding arbitration. If the dispute is not resolved, it will be decided by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in city, Oklahoma / Delaware. The arbitration may be held by video. Judgment on the award may be entered in any court with jurisdiction.
25.4 Exceptions. Either party may bring an individual claim in a small claims court within that court's limits, and either party may ask any court for an injunction or other urgent relief to protect its intellectual property or Confidential Information, or to stop a breach of section 7, without first going through 25.2 or 25.3.
25.5 CLASS ACTION WAIVER. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE CUSTOMER.
25.6 JURY WAIVER. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.
25.7 30-day opt-out. You may opt out of 25.3 and 25.5 by sending notice to legal@getsightgrid.com within 30 days after you first accept these Terms, with your company name, the admin's name and a clear statement that you opt out of arbitration. If you opt out, or if 25.3 is found unenforceable, disputes will be decided only by the state and federal courts in county, Oklahoma / Delaware, and both parties consent to their jurisdiction and venue.
25.8 If part of this section fails. If the class action waiver is found unenforceable for a claim, that claim must proceed in court, not in arbitration, and the rest of this section still applies.
26. General
26.1 Assignment. You may not assign or transfer these Terms without our written consent. We may assign them, without consent, to an affiliate, to a successor in a merger, reorganization or sale of all or most of our business or assets, or. Any other attempted assignment is void.
26.2 Force majeure. Neither party is liable for delay or failure to perform (other than payment) caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, labour action, government action, utility, internet or telecommunications failures, failures of hosting or other providers, and cyberattacks despite reasonable safeguards.
26.3 Notices. We give notices to your admin's or billing contact's email, or in the app. You give notices to legal@getsightgrid.com, with a copy by post to SIGHTGRID LEGAL ENTITY NAME, business address for notices of breach, termination or a dispute. Email notices are received when sent, unless the sender gets a failure message.
26.4 Entire agreement. These Terms, your Order Forms, the Privacy Policy and any data processing terms are the entire agreement on their subject and replace all earlier proposals and understandings. Purchase order terms you send do not apply, even if we accept the order.
26.5 Severability. If any part of these Terms is unenforceable, it will be enforced to the maximum extent allowed and the rest stays in effect.
26.6 No waiver. Not enforcing a right is not a waiver of it.
26.7 Independent parties. The parties are independent contractors. These Terms create no partnership, joint venture, agency, employment or fiduciary relationship.
26.8 No third-party beneficiaries. No one other than the parties (and the people protected by 20.3 and 21.1) has rights under these Terms.
26.9 Electronic communications and signatures. You agree to receive notices electronically. Electronic acceptance and signatures are binding.
26.10 Language. These Terms are written in English, and the English version controls. Any translation (for example German) is for convenience only.
26.11 Interpretation. Headings and plain-language summaries are for convenience and do not limit the clauses. "Including" means "including without limit".
27. The Sightgrid Tools app (Apple App Store and Google Play)
27.1 Scope. This section applies to the Sightgrid Tools app downloaded from the Apple App Store or Google Play ("Tools App"). The Tools App is sold once at the price in the store, needs no account and keeps its data on your device. These Terms apply to it, including sections 7, 10, 11, 14, 19, 20, 24 and 25. If you use the Tools App only as an individual and not for a business, section 25.3 and 25.5 do not apply to you where the law does not allow them.
27.2 Apple. If you got the Tools App from the Apple App Store:
- These Terms are between you and us only, not with Apple Inc. ("Apple"). We, not Apple, are solely responsible for the Tools App and its content.
- Your licence is a non-transferable licence to use the Tools App on Apple-branded products you own or control, as allowed by the Usage Rules in Apple's Media Services Terms and Conditions, except that the Tools App may be accessed by other accounts associated with you through Family Sharing or volume purchasing.
- We, not Apple, are solely responsible for any maintenance and support of the Tools App. Apple has no obligation to provide any maintenance or support.
- We are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. If the Tools App fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price to you. To the maximum extent the law allows, Apple has no other warranty obligation for the Tools App, and any other claims, losses, liabilities, damages, costs or expenses from a failure to conform to a warranty are our responsibility, subject to these Terms.
- We, not Apple, are responsible for addressing any claims by you or a third party relating to the Tools App or your possession and use of it, including product liability claims, claims that it fails to conform to a legal or regulatory requirement, and claims under consumer protection, privacy or similar laws.
- If a third party claims that the Tools App or your possession and use of it infringes that third party's intellectual property rights, we, not Apple, are solely responsible for the investigation, defence, settlement and discharge of that claim, as far as these Terms require.
- You confirm that you are not located in a country subject to a US government embargo or designated by the US government as a "terrorist supporting" country, and are not on any US government list of prohibited or restricted parties.
- Our contact details for questions, complaints or claims about the Tools App: SIGHTGRID LEGAL ENTITY NAME, business address, support@getsightgrid.com.
- You must comply with any third-party terms that apply when using the Tools App, for example your wireless data service agreement.
- Apple and its subsidiaries are third-party beneficiaries of these Terms as they relate to the Tools App, and on your acceptance of these Terms Apple will have the right (and will be deemed to have accepted the right) to enforce them against you as a third-party beneficiary.
27.3 Google Play. If you got the Tools App from Google Play, these Terms are between you and us only, not with Google LLC ("Google"). Google is not responsible for the Tools App. The Google Play Terms of Service also apply to your use of Google Play, and refunds are handled under Google Play's refund policies. If these Terms conflict with the Google Play Terms of Service on your relationship with Google, the Google Play Terms of Service apply to that relationship.
27.4 Updates. The Tools App may update itself. Calculator rules may change between versions. Section 10 applies to every version.

