Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and the company or other legal entity you represent ("you," "your," or "Customer") and Opulence Companies ("Opulence," "we," "us," or "our"). They govern your access to and use of the Blueprint Takeoff software, the Opulence operations platform, related websites, and any associated services (together, the "Service").

By creating an organization, checking an acceptance box, clicking to accept, or otherwise accessing or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you are entering into these Terms on behalf of a company, you represent and warrant that you have authority to bind that company, and "you" means that company.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING A DISCLOSURE THAT WE OPERATE CONTRACTING AND SALES-MANAGEMENT BUSINESSES THAT MAY COMPETE WITH YOU, WITH A RELATED WAIVER AND AN EXCLUSIVE REMEDY (SECTION 7), A PERPETUAL LICENSE FOR US TO CREATE, PUBLISH AND COMMERCIALIZE AGGREGATED AND DERIVED DATA FROM YOUR USE OF THE SERVICE (SECTION 9), AN OBLIGATION ON YOU TO INDEPENDENTLY VERIFY EVERY MEASUREMENT AND FIGURE THE SERVICE PRODUCES (SECTION 12), DISCLAIMERS OF WARRANTIES (SECTION 26), AN EXCLUSION OF ALL LIABILITY FOR MEASUREMENTS, ESTIMATES AND BIDS AND A CAP ON EVERYTHING ELSE (SECTION 27), AN INDEMNITY YOU OWE US (SECTION 28), A SHORTENED PERIOD TO BRING CLAIMS (SECTION 29), AND AN AGREEMENT TO RESOLVE DISPUTES BY INDIVIDUAL BINDING ARBITRATION WITH A CLASS-ACTION WAIVER, WHICH YOU MAY OPT OUT OF WITHIN 30 DAYS (SECTION 30).

Electronic agreement. You consent to contract electronically. Your acceptance is recorded against your organization together with the document, its version, a fingerprint of the exact text in force, the date and time, the account that accepted, and the network address and browser used — and that record has the same effect as a signed writing under the U.S. E-SIGN Act and applicable state law. You may request a copy of your organization's acceptance record at any time from legal@opulencecompanies.com.

If you do not agree to these Terms, do not access or use the Service.

"Affiliate" means any entity that controls, is controlled by, or is under common control with a party, including our contracting businesses described in Section 7. "Customer Data" means the blueprints, drawings, specifications, documents, photographs, measurements, estimates, bids, job and project records, contacts, cost and payroll inputs, and other content you or your users upload to or create in the Service. "Users" means the individuals you authorize to use the Service under your account, including your employees, crew members and contractors. "Output" means takeoffs, quantities, estimates, bids, invoices, schedules, reports, forms and other material the Service generates from Customer Data or your inputs. "Documentation" means the in-product help and materials we make generally available.

The Service is cloud-based construction takeoff, estimating, job-management, field and back-office software. Subject to these Terms and your payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your own internal business purposes during your subscription term.

We may update, improve, or modify the Service over time, including adding, changing, or removing features. We will not materially reduce the core functionality of a paid plan during a period you have already paid for without notice to you. Features identified as beta, preview, early access, or similar are addressed in Section 25.

We may set and enforce reasonable limits on use, including seats, storage, file sizes, request rates and AI usage, and we may suspend or throttle activity that materially degrades the Service for others.

You must be at least 18 years old and able to form a binding contract. You are responsible for the accuracy of the information you provide, for all activity that occurs under your account, and for keeping credentials confidential. Each user seat is for one identified individual; credentials must not be shared among multiple people.

You are responsible for your Users' use of the Service and for their compliance with these Terms, and for configuring roles, permissions and access so that each User sees only what you intend. Where the Service lets you grant a permission, disclose information to a User, or publish a link that anyone holding it can open, the decision to do so is yours.

Notify us promptly at support@opulencecompanies.com if you suspect unauthorized use of your account or any security incident affecting it.

The Service is sold on a subscription basis, priced per seat. Prices and plans are shown at signup. Unless stated otherwise, subscriptions are billed monthly in advance through our payment processor, Stripe, to the payment method you provide, with the first billing period charged when you subscribe. Subscriptions renew automatically each billing period until cancelled. THERE IS NO FREE TRIAL UNLESS ONE IS EXPRESSLY OFFERED TO YOU IN WRITING AT CHECKOUT.

You authorize us and our payment processor to charge your payment method for all fees, including applicable taxes, and to update payment credentials through card-network account updater services. Fees are exclusive of taxes; you are responsible for any sales, use, VAT, GST, or similar taxes, excluding taxes on our net income. If you are exempt, provide valid documentation before billing.

If a payment fails, we may retry it, and we may suspend or downgrade access after a reasonable grace period. You remain responsible for amounts accrued. Amounts more than thirty (30) days overdue may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and you will reimburse reasonable costs of collection.

We may change prices on renewal. We will give you reasonable advance notice of a price increase, and it takes effect on your next renewal. Your continued subscription after that date is your acceptance of the new price.

You may cancel at any time from Settings, Billing, or the Stripe customer portal. Cancellation stops the next renewal; your access continues through the end of the current paid period. There are no long-term contracts and no per-seat lock-in unless separately agreed in writing.

EXCEPT WHERE REQUIRED BY LAW, FEES ALREADY PAID ARE NON-REFUNDABLE, AND WE DO NOT PROVIDE REFUNDS OR CREDITS FOR PARTIAL PERIODS, UNUSED TIME, UNUSED SEATS, OR FEATURES YOU DID NOT USE. Onboarding, training, data-import or setup fees, where charged, are non-refundable once work has begun.

Export your data before your access ends. After termination we are not obligated to retain Customer Data beyond the period described in Section 10 and the Privacy Policy.

7.1 DISCLOSURE. THIS SECTION DESCRIBES A REAL AND ONGOING CONFLICT OF INTEREST. PLEASE READ IT BEFORE YOU ACCEPT THESE TERMS AND BEFORE YOU PUT ANYTHING INTO THE SERVICE. Opulence Companies, its owners, and its Affiliates operate construction businesses, including: operating and sales-management services for specialty-trade contractors and subcontractors that sell to general contractors, homebuilders and developers; insulation and spray-foam contracting; concrete and flatwork contracting; estimating, bidding, back-office and revenue operations performed for contractor clients. In plain terms: we are an operator and sales-management company for specialty-trade contractors selling into general contractors and builders, and we also run trade contracting operations of our own. The Service was built for those businesses and continues to be used by them every day. We say so publicly on our website, and we say so here so that it is a TERM of our agreement and not merely a marketing statement.

7.2 WHERE WE OPERATE TODAY, AND OUR RIGHT TO EXPAND. As of the effective date below, our contracting and sales-management operations are principally in Nashville, Tennessee and Naples, Florida, in insulation, spray foam and concrete. WE MAY ENTER ANY MARKET, TRADE, OR CUSTOMER RELATIONSHIP AT ANY TIME, WITHOUT NOTICE TO YOU AND WITHOUT ANY OBLIGATION TO YOU. This paragraph is a present description, not a promise, a restriction, or a territory commitment, and nothing in it may be read as an agreement to stay out of any market, trade, project, or account. We are willing to discuss sales-management engagements outside a current client's active territory, but any such arrangement exists only if it is set out in a separate written agreement signed by both parties, and nothing here creates one, offers one, or entitles you to one.

7.3 EQUITY AND ECONOMIC INTERESTS. We may hold, acquire, or be granted equity, revenue-share, profit-share, commission, referral, earn-out, or other economic interests in contractors, subcontractors, suppliers, and other businesses — including businesses that are, become, or compete with customers of the Service — and including minority interests arising from the revenue or services we contribute to them. We may serve on their boards or advise them. We are not required to disclose any particular interest to you, and we may act on our own interests and theirs. YOU ACKNOWLEDGE THAT OUR ECONOMIC INTERESTS MAY DIFFER FROM, AND CONFLICT WITH, YOURS.

7.4 WE MAY COMPETE WITH YOU. We and our Affiliates compete today, and may in the future compete more directly, with you and with other customers of the Service — including for the same homebuilders, general contractors, developers, projects, bid opportunities, subcontracts, employees, crews, subcontractors, suppliers, capital and geographic markets. You acknowledge that you have read, understand and accept this, and that you enter into these Terms with full knowledge of it and are not relying on any statement, expectation, or course of dealing to the contrary.

7.5 NO EXCLUSIVITY, NO RESTRAINT, NO FIDUCIARY OR CONFIDENTIAL RELATIONSHIP. Nothing in these Terms or in our relationship creates, and you agree not to assert, any exclusivity, non-competition, non-solicitation, non-circumvention, territorial restriction, right of first refusal, most-favored pricing, or other restraint on us or our Affiliates. We remain free to bid the same projects, to solicit and serve the same builders and general contractors, to hire in the same labor markets, and to buy from the same suppliers. Our relationship with you is that of independent contracting parties in a vendor-customer relationship ONLY. It does not create a partnership, joint venture, agency, employment, franchise, or fiduciary relationship, and we owe you no duty of loyalty, exclusivity, non-competition, or disclosure. EXCEPT FOR THE EXPRESS OBLIGATIONS IN SECTION 8, NO CONFIDENTIAL OR SPECIAL RELATIONSHIP ARISES FROM YOUR USE OF THE SERVICE, AND NOTHING YOU PUT INTO THE SERVICE IS SUBMITTED TO US IN CONFIDENCE OR IN A RELATIONSHIP OF TRUST BEYOND THOSE EXPRESS OBLIGATIONS.

7.6 INDEPENDENT DEVELOPMENT, EXPERIENCE, AND RESIDUALS. We were a contractor and an operator before we were a software company, and our people carry that experience with them. Nothing in these Terms restricts our use of information, skill, know-how, methods, market knowledge, pricing practices, ideas, concepts or business experience that we or our Affiliates (a) developed or hold independently, (b) possessed before receiving your Customer Data, (c) obtain from any source other than you without breach of an obligation of confidentiality — including from a builder, general contractor, supplier or subcontractor with whom we deal directly, (d) independently develop, or (e) retain in the unaided memory of personnel who have had authorized access to the Service. Nothing restricts us from developing, acquiring, marketing, financing or operating products, services or businesses that are similar to, or competitive with, yours or any other customer's.

7.7 AUTHORIZED ACCESS, SUPPORT AND TESTING. You expressly authorize us and our personnel and contractors to access, view, use, reproduce and modify your account, workspace, users, configuration and Customer Data — including by signing in to your workspace, signing in as or on behalf of one of your users, and creating or using test accounts and test data within it — in order to set up, configure, migrate, operate, host, support, troubleshoot, secure, test, monitor, develop, improve and bill for the Service, to respond to your requests, and to comply with law. THIS AUTHORIZATION IS PART OF THE SERVICE YOU ARE BUYING. ACCESS UNDERTAKEN UNDER THIS SECTION IS AUTHORIZED IN ALL RESPECTS AND IS NOT, AND MAY NOT BE ALLEGED TO BE, UNAUTHORIZED ACCESS, INTERCEPTION, TRESPASS, MISAPPROPRIATION, OR A BREACH OF SECTION 8 OR OF ANY DUTY, INCLUDING UNDER ANY COMPUTER-FRAUD, ANTI-HACKING, WIRETAP OR TRADE-SECRET STATUTE. Where our staff open your workspace to support you, that access is recorded in your organization's own audit log, which you can review. Nothing in this Section obligates us to provide support of any kind or to any standard.

7.8 HOW WE USE WHAT YOU PUT IN. Our rights in Customer Data — including our rights to generate, use, publish and commercialize Aggregated Data and Derived Data, and to use them in our own and our Affiliates' businesses — are set out in Section 9, which governs. In addition, as a matter of our internal practice, WE DO NOT USE YOUR IDENTIFIABLE, PROJECT-SPECIFIC BID PRICING TO PREPARE A COMPETING BID AGAINST YOU ON THAT SAME IDENTIFIED PROJECT. That statement is subject in every case to Sections 7.6, 7.7 and 9, and does not apply to Aggregated Data or Derived Data, to information we obtain or hold independently or from any other source, to the unaided memory of our personnel, or to our ordinary operation of the businesses described in this Section. IT IS A STATEMENT OF PRACTICE, NOT A WARRANTY, AND IT IS NOT A NON-COMPETE.

7.9 INDEPENDENT PRICING AND NO COORDINATION. You set your own prices independently. We do not set, recommend, approve, coordinate, or facilitate any agreement among customers about prices, bids, wages, customers, territories, or markets. Any benchmark, catalog, market, average or historical figure the Service displays is informational only and is not a recommended, suggested, or required price. You must not use the Service to exchange competitively sensitive information with a competitor, to coordinate or allocate bids, customers or markets, or to engage in bid rigging or price fixing. Doing so is a material breach of these Terms and may violate the antitrust laws.

7.10 YOUR CONTROL, YOUR WAIVER, AND YOUR EXCLUSIVE REMEDY. You decide what to put into the Service, and you can export it and stop at any time. If you are not comfortable with the relationships, rights and practices described in this Section and in Section 9, DO NOT SUBMIT THAT INFORMATION AND DO NOT USE THE SERVICE; that is the remedy this Section gives you, and it is available to you at all times. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU WAIVE AND RELEASE ANY CLAIM AGAINST US OR OUR AFFILIATES BASED ON (i) THE EXISTENCE, OPERATION, FINANCING, EXPANSION OR SALE OF ANY BUSINESS OF OURS OR OUR AFFILIATES; (ii) COMPETITION FOR ANY BUILDER, CUSTOMER, PROJECT, BID, EMPLOYEE, SUBCONTRACTOR, SUPPLIER, TERRITORY OR MARKET; (iii) ANY CONFLICT OF INTEREST, DIVIDED LOYALTY OR ECONOMIC INTEREST DESCRIBED IN THIS SECTION; (iv) ANY ASSERTED DUTY OF EXCLUSIVITY, LOYALTY, DISCLOSURE OR NON-COMPETITION; (v) OUR EXERCISE OF THE RIGHTS GRANTED IN SECTION 9; OR (vi) ACCESS AUTHORIZED UNDER SECTION 7.7. THIS WAIVER DOES NOT RELEASE OUR FRAUD OR WILLFUL MISCONDUCT, OR ANY CLAIM THAT CANNOT BE WAIVED BY LAW.

7.11 SOLE AND EXCLUSIVE REMEDY; NO INJUNCTION AGAINST OUR BUSINESS. FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS SECTION 7 OR SECTION 9 — INCLUDING ANY CLAIM THAT WE FAILED TO FOLLOW A PRACTICE DESCRIBED IN SECTION 7.8 — YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR SUBSCRIPTION AND RECEIVE A REFUND OF FEES YOU PREPAID FOR THE UNUSED REMAINDER OF YOUR THEN-CURRENT BILLING PERIOD, AND ANY MONETARY RECOVERY IS SUBJECT IN ALL EVENTS TO SECTION 27. YOU IRREVOCABLY WAIVE ANY RIGHT TO INJUNCTIVE, EQUITABLE, DECLARATORY OR RESCISSIONARY RELIEF THAT WOULD RESTRAIN, ENJOIN, CONDITION OR INTERFERE WITH THE OPERATION, FINANCING, TRANSFER OR SALE OF ANY BUSINESS OF OURS OR OUR AFFILIATES, OR WITH OUR EXERCISE OF THE RIGHTS GRANTED IN SECTION 9, AND YOU AGREE THAT DAMAGES SUBJECT TO SECTION 27 ARE AN ADEQUATE REMEDY. YOU ACKNOWLEDGE THAT THE FEES FOR THE SERVICE ARE SET IN RELIANCE ON THIS SECTION AND ON SECTIONS 9, 26, 27 AND 30, AND WOULD BE MATERIALLY HIGHER WITHOUT THEM.

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances. Your Customer Data is your Confidential Information. The non-public features, pricing, and performance of the Service are ours.

Each party will protect the other's Confidential Information with at least reasonable care, will use it only to perform under these Terms, and will disclose it only to its personnel, Affiliates and advisors who need it and are bound by confidentiality obligations at least as protective. Confidential Information does not include information that is or becomes public without breach, was known without a duty of confidentiality before disclosure, is received from a third party without breach, or is independently developed without use of the other party's Confidential Information.

Either party may disclose Confidential Information where required by law or valid legal process, and will, where legally permitted, give the other reasonable advance notice and reasonable cooperation to seek protective treatment.

Nothing in these Terms limits the notice-and-immunity provisions of the U.S. Defend Trade Secrets Act, or prevents either party or its personnel from reporting a suspected violation of law to a government agency.

9.1 YOU OWN YOUR DATA. As between you and us, you own all right, title and interest in Customer Data. Nothing in this Section transfers ownership of Customer Data to us.

9.2 LICENSE TO OPERATE THE SERVICE. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, analyze, adapt and display Customer Data, and to create Output from it, in order to provide, secure, support, maintain, develop and improve the Service for you and for our customers generally, and to comply with law.

9.3 AGGREGATED AND DERIVED DATA — WHAT WE MAY DO. "Aggregated Data" means data derived from Customer Data or from use of the Service that is combined with, or presented alongside, data from other customers or sources and that does not identify you. "Derived Data" means statistics, models, indices, benchmarks, averages, ranges, distributions, trends, geographic and market analyses, model weights, and other insights generated from Customer Data or from use of the Service. YOU GRANT US A PERPETUAL, IRREVOCABLE, WORLDWIDE, ROYALTY-FREE, FULLY PAID, SUBLICENSABLE AND TRANSFERABLE LICENSE TO CREATE, USE, REPRODUCE, MODIFY, DISTRIBUTE, DISPLAY, PUBLISH, COMMERCIALIZE AND OTHERWISE EXPLOIT AGGREGATED DATA AND DERIVED DATA FOR ANY LAWFUL PURPOSE, WITHOUT ANY OBLIGATION, ATTRIBUTION, ACCOUNTING OR PAYMENT TO YOU. That expressly includes: (a) producing and publishing benchmarks, indices and market reports — such as average and typical bid values, unit and material pricing, labor and crew costs, production rates, margins, win rates, cycle times, change-order frequency, receivable aging and payment behavior, and geographic and neighborhood-level activity and demand analyses; (b) making those benchmarks available inside the Service to you and to other customers, and publishing them publicly or to third parties, including for marketing and research; (c) developing, training, evaluating and improving our products, features, algorithms, statistical and machine-learning models; (d) internal research, planning, forecasting and business operations; (e) USE BY US AND BY OUR AFFILIATES, INCLUDING THE OPERATING, SALES-MANAGEMENT AND CONTRACTING BUSINESSES DESCRIBED IN SECTION 7, IN THE CONDUCT OF THOSE BUSINESSES; and (f) use, licensing, disclosure and transfer in connection with a financing, merger, acquisition, reorganization, or sale of all or part of our business or assets, in which Aggregated Data and Derived Data constitute our own assets. THIS LICENSE SURVIVES TERMINATION AND THE DELETION OF YOUR CUSTOMER DATA, AND IS NOT REVOCABLE.

9.4 THE LIMITS WE ACCEPT ON PUBLICATION. Aggregated Data and Derived Data are generated so as not to identify you. When we publish or make benchmarks available to third parties, we will not attribute an individual price, bid, margin, customer, project or employee to you by name, and we will not present a figure drawn from so few sources that it identifies a single customer. We may of course identify you where you have agreed, where you have made the information public, or where the law requires it.

9.5 CASE STUDIES AND EXAMPLES. We may create and publish case studies, examples, screenshots, demonstrations, sample data and success stories derived from use of the Service. IF THE MATERIAL IDENTIFIES YOU BY NAME, LOGO OR IN A WAY THAT WOULD IDENTIFY YOU TO A REASONABLE READER, WE WILL OBTAIN YOUR PRIOR APPROVAL, WHICH YOU MAY WITHHOLD OR LATER WITHDRAW AS TO NEW MATERIALS. De-identified case studies, examples and demonstrations require no approval and are covered by the license in Section 9.3.

9.6 WE DO NOT SELL YOUR PERSONAL INFORMATION. We do not sell personal information, and we do not share Customer Data, or information from inside your workspace, for cross-context behavioral advertising, as those terms are used in U.S. state privacy laws. Our public website (the marketing pages and the sign-up pages) uses analytics and advertising technologies, described in our Privacy Policy, which also explains how to opt out of them. FOR CLARITY, THAT COMMITMENT CONCERNS PERSONAL INFORMATION. IT DOES NOT LIMIT OUR RIGHTS IN AGGREGATED DATA OR DERIVED DATA UNDER SECTION 9.3, WHICH WE MAY COMMERCIALIZE.

9.7 AI PROVIDERS. Where a feature sends your materials to a third-party AI provider to perform a task you requested, we do not permit that provider to train its general-purpose models on them. This does not limit our own rights under Section 9.3.

9.8 YOUR RESPONSIBILITIES AND WARRANTY. You represent and warrant that you have all rights, consents, permissions and lawful bases necessary to submit Customer Data and to grant every license in this Section — including for blueprints, drawings, specifications and photographs owned by architects, engineers, builders or others, for information about your employees, crews, customers and their customers, and for any information subject to a confidentiality obligation you owe a third party. YOU ARE RESPONSIBLE FOR DECIDING WHAT TO SUBMIT. DO NOT SUBMIT INFORMATION YOU ARE NOT PERMITTED TO HAVE PROCESSED, ANALYZED AND AGGREGATED ON THESE TERMS. You are responsible for the accuracy, quality and legality of Customer Data.

9.9 FEEDBACK AND USAGE. Section 23 governs feedback. Log, telemetry, diagnostic and usage data about how the Service is operated and used is our data, and we may use it without restriction.

You can export your data from the Service while your subscription is active. We retain Customer Data while your account is active and for a commercially reasonable period afterward, after which we delete or de-identify it, except where we must retain records to comply with law, to resolve a dispute, or to enforce our agreements — for example billing records and append-only logs that evidence what happened in the Service.

Certain records in the Service are append-only by design, including audit logs, acceptance records, and evidence records such as posted costs, submitted bids, signed approvals and time records. Those records cannot be edited or deleted from within the Service by you or by us, because their value is that they cannot be changed after the fact.

THE SERVICE IS SOFTWARE, NOT A PROFESSIONAL SERVICE. WE ARE NOT YOUR ARCHITECT, ENGINEER, SURVEYOR, GENERAL CONTRACTOR, ATTORNEY, ACCOUNTANT, TAX ADVISOR, PAYROLL PROVIDER, INSURANCE ADVISOR, OR CONSULTANT, AND NOTHING IN THE SERVICE IS ARCHITECTURAL, ENGINEERING, SURVEYING, LEGAL, ACCOUNTING, TAX, PAYROLL, INSURANCE, SAFETY, OR FINANCIAL ADVICE.

You are solely responsible for exercising your own professional judgment, for engaging licensed professionals where required, for complying with building codes, permitting requirements, licensing laws, safety regulations, and contract requirements, and for verifying every number and document before you rely on it or give it to anyone else.

12.1 THIS IS NEW AND EVOLVING TECHNOLOGY. The Service — including automated and AI-assisted measurement of digital plans — is new software under active development. IT WILL CONTAIN ERRORS, IT WILL PRODUCE WRONG NUMBERS, AND IT WILL DO SO WITHOUT WARNING YOU. Measurements may be off. Scales and calibrations may be wrong or misread. Plans may be inaccurate, illegible, out of date, or superseded by a revision you have not loaded. Quantities, waste factors, unit prices and totals may be incorrect even when every figure on the screen looks reasonable and internally consistent. You accept this as a condition of using the Service.

12.2 IT PRODUCES DRAFTS, AND YOU ARE THE ESTIMATOR. Takeoffs, scaled measurements, quantities, waste factors, unit prices, estimates, bids, proposals, schedules of values, invoices, budgets and cost projections are generated from the plans, scales, calibrations, rates, settings and assumptions that you and your users supply. They are working drafts for a qualified person to check. THE SERVICE DOES NOT PERFORM YOUR ESTIMATE. YOU DO.

12.3 YOUR AFFIRMATIVE OBLIGATION TO VERIFY. IT IS YOUR OBLIGATION UNDER THIS AGREEMENT — NOT MERELY YOUR OPTION — TO INDEPENDENTLY VERIFY EVERY MEASUREMENT, QUANTITY, DIMENSION, SCALE, CALIBRATION, RATE, PRICE, TOTAL, DOCUMENT AND OTHER OUTPUT AGAINST THE UNDERLYING PLANS, SPECIFICATIONS AND FIELD CONDITIONS BEFORE YOU RELY ON IT, PRICE FROM IT, SUBMIT IT, CONTRACT ON IT, ORDER MATERIAL FROM IT, BUILD FROM IT, OR SEND IT TO ANY THIRD PARTY. As a contractor or subcontractor you hold the skill, the licence and the responsibility for your own numbers. Failing to verify is a breach of this Section and is your own conduct, not ours.

12.4 ASSUMPTION OF RISK. YOU KNOWINGLY AND VOLUNTARILY ASSUME ALL RISK ARISING FROM ANY MEASUREMENT OR OUTPUT OF THE SERVICE, INCLUDING THE RISK THAT IT IS WRONG AND THAT YOU DO NOT CATCH IT. If you are unwilling to assume that risk, do not use the Service for that purpose; measuring by hand, or having a second person check the work, remains available to you at all times, and that alternative is a material part of this bargain.

12.5 WARNINGS ARE AIDS, NOT CLEARANCE. Warnings, health checks, reconciliations, verifications, variance flags, staleness notices and double-check features are aids, and they can fail or be wrong. THE ABSENCE OF A WARNING IS NOT A REPRESENTATION THAT A DOCUMENT OR FIGURE IS CORRECT, AND THE PRESENCE OF A "VERIFIED", "PASS", "CHECKED" OR SIMILAR INDICATION IS NOT A WARRANTY OF ACCURACY. Do not treat any of them as a substitute for Section 12.3.

12.6 NO LIABILITY FOR MEASUREMENTS OR OUTPUT. WE DO NOT WARRANT AND WILL NOT BE LIABLE FOR THE ACCURACY, COMPLETENESS, PRECISION OR SUFFICIENCY OF ANY MEASUREMENT, QUANTITY, TAKEOFF, ESTIMATE, BID, PRICE, DOCUMENT OR OTHER OUTPUT, OR FOR ANY BID YOU SUBMIT, CONTRACT YOU ENTER, PRICE YOU CHARGE, MATERIAL YOU ORDER, OR WORK YOU PERFORM OR FAIL TO PERFORM. SECTION 27.2 STATES THE EFFECT OF THIS IN FULL.

The Service includes AI-assisted features such as document intake, extraction of line items from bid documents, photo captioning, coding suggestions, narrative explanations, and drafting assistance ("AI Features"). AI Features produce probabilistic output that can be incomplete, out of date, or simply wrong, including output that appears confident and internally consistent. They are tools that speed up your work; they do not replace your review.

You are solely responsible for reviewing and verifying AI output before relying on it, and for every downstream document that incorporates it. Where the Service double-checks an extraction or flags a discrepancy for a human decision, that safeguard is a check on our processing, not a warranty of the result.

AI Features send the documents and inputs you submit for a task to third-party AI providers to generate the result. You are responsible for ensuring you have the right to submit those materials, and you must not submit information you are not permitted to disclose to a processor. Where you supply your own AI provider key, you are responsible for that provider relationship, its terms, and its charges.

The Service can generate links and pages through which your customers, subcontractors and other third parties view and electronically accept documents you send — including bid acceptances, change-order approvals, subcontractor billing submissions, invitations to bid, and shared photo galleries.

THOSE ARE YOUR DOCUMENTS AND YOUR TRANSACTIONS. WE ARE NOT A PARTY TO ANY CONTRACT BETWEEN YOU AND YOUR CUSTOMER, SUBCONTRACTOR OR ANY OTHER THIRD PARTY, WE ARE NOT AN ELECTRONIC-SIGNATURE CERTIFICATION AUTHORITY, AND WE DO NOT REPRESENT OR WARRANT THAT ANY ELECTRONIC ACCEPTANCE, SIGNATURE OR RECORD CAPTURED THROUGH THE SERVICE IS ENFORCEABLE, ADMISSIBLE, OR SUFFICIENT FOR ANY PARTICULAR PURPOSE OR IN ANY PARTICULAR JURISDICTION. You are responsible for the terms of your own documents, for confirming the identity and authority of the person accepting, for any required consumer disclosures or notices, and for determining whether an electronic record satisfies your legal or contractual requirements.

Links generated by the Service can be opened by anyone who holds them. You decide who receives a link and what a document discloses.

Scheduling, dispatch, crew assignment, calendar, notification and navigation features are planning aids. You remain responsible for the safety, supervision, staffing and lawful operation of your work, for confirming that your crews received and understood their assignments, and for job-site safety and compliance. Delivery of a notification is not guaranteed, and a notification that fails to arrive does not relieve you of responsibility.

The Service includes workforce features such as crew rosters, time entries, a time clock, break records, location checks recorded at a punch or while a shift is open, labor cost records, and pay-period worksheets ("Workforce Features").

THE WORKFORCE FEATURES ARE A RECORD-KEEPING TOOL. THEY ARE NOT A PAYROLL SYSTEM, NOT A TIMEKEEPING COMPLIANCE SERVICE, AND NOT WAGE-AND-HOUR ADVICE. WE DO NOT CALCULATE, WITHHOLD, REMIT OR REPORT TAXES; WE DO NOT COMPUTE OVERTIME PREMIUMS, MEAL AND REST PENALTIES, PREVAILING WAGES, OR OTHER STATUTORY PAY UNLESS AND ONLY TO THE EXTENT YOU CONFIGURE A RULE, AND ANY SUCH CALCULATION IS AN ESTIMATE FOR YOUR REVIEW; AND WE DO NOT MOVE MONEY.

You are solely responsible for compliance with all labor and employment laws, including the Fair Labor Standards Act and state and local wage-and-hour, meal-and-rest, recordkeeping, pay-transparency, prevailing-wage and classification requirements, and for the accuracy of what you pay your workers. You are responsible for reviewing, correcting and approving time records, and for the consequences of estimated, auto-closed, offline, or reconstructed entries, each of which the Service marks as such precisely so that you can review it.

Location and worker information. Location is read only at the moment of a punch or while the app is open during a shift, and only where you enable it. You are solely responsible, as the employer, for providing any notice to and obtaining any consent from your workers required by law before enabling location checks or collecting worker information, for any works-council or collective-bargaining requirements, and for using the resulting records lawfully. You warrant that you have done so. Location and time records are evidence of what a device reported; they are not proof of where a person was, and you must not treat them as conclusive in a disciplinary, wage, or legal determination.

The Service lets you send email and text messages — including quotes, invoices, receipts, reminders, statements, collection follow-ups, crew dispatch messages, and invitations. WHEN YOU SEND A MESSAGE THROUGH THE SERVICE, YOU ARE THE SENDER. Where the Service sends from your own mailbox or on your behalf, the content, the recipient list, and the decision to send are yours.

You are solely responsible for complying with all laws governing those communications, including the CAN-SPAM Act, the Telephone Consumer Protection Act and state texting and calling laws, state and federal debt-collection laws, wiretap and recording laws, and any applicable do-not-contact, consent, opt-out, and disclosure requirements. You represent and warrant that you have the consents and lawful basis required to contact each recipient at each address and number you enter, and that you will honor opt-out requests promptly.

Accounts-receivable and follow-up features generate drafts on a schedule you configure. They are not a collection agency, not legal advice, and not a determination that any amount is owed or lawfully collectible. Nothing sends without a person acting, except where you expressly enable an automated option. Reviewing and approving what goes out is your responsibility.

The Service can produce or assist with contract, billing and compliance documents, including schedules of values, progress-billing applications and continuation sheets in formats modeled on industry-standard forms, change orders, subcontracts and purchase commitments, lien waivers and releases, certificates and compliance records, and tax-inclusive pricing.

THESE ARE TEMPLATES AND CALCULATION AIDS, NOT LEGAL ADVICE, AND WE ARE NOT A LAW FIRM. Lien, bond, notice, waiver, retainage, prompt-payment, licensing and tax requirements vary by state, project, and contract, carry strict statutory deadlines, and often require specific statutory wording. Any form or figure the Service produces must be reviewed and approved by you and, where appropriate, by your attorney and accountant before use. WE DO NOT WARRANT THAT ANY DOCUMENT OR FIGURE SATISFIES ANY LEGAL, CONTRACTUAL, LENDER, OR JURISDICTIONAL REQUIREMENT, AND WE ARE NOT RESPONSIBLE FOR A MISSED DEADLINE, A LOST LIEN OR BOND RIGHT, A REJECTED DRAW, A DISALLOWED CLAIM, OR AN UNDER- OR OVER-COLLECTED TAX. Forms are not affiliated with or endorsed by any standards-setting organization unless expressly stated.

Where the Service reports insurance certificates, licenses, prequalification status or similar compliance information, it reports what you or a third party entered. It is not verification of coverage or status.

Cost, budget, margin, receivable, payable, revenue and work-in-progress figures in the Service are management reporting derived from what you enter. THE SERVICE IS NOT A BOOK OF RECORD FOR ACCOUNTING, AUDIT, LENDING OR TAX PURPOSES, IS NOT PREPARED IN ACCORDANCE WITH GAAP OR ANY OTHER ACCOUNTING FRAMEWORK, AND IS NOT A SUBSTITUTE FOR YOUR ACCOUNTING SYSTEM OR YOUR ACCOUNTANT.

Where you connect an accounting or other third-party system, you authorize the exchange of data you configure. You are responsible for choosing what synchronizes and in which direction, for reviewing proposed changes before applying them, and for reconciling both systems. We are not responsible for records created, changed, duplicated or omitted in a third-party system.

Where the Service lets you solicit, receive, compare or award bids, or lets you be invited to bid by others, WE ARE A NEUTRAL VENUE AND NOT A PARTY, BROKER, AGENT OR GUARANTOR OF ANY TRANSACTION. We do not verify the identity, licensing, insurance, solvency, qualifications or performance of any participant, and we do not guarantee that any solicitation, submission, award or notice is received, complete, sealed, timely or binding. Awarding work through the Service creates no contract, purchase order or commitment; a contract exists only where you make one. Disputes between you and another participant are between you and that participant.

You agree not to: (a) use the Service unlawfully, or to infringe, misappropriate or violate the rights of others; (b) reverse engineer, decompile, or attempt to derive source code or the underlying structure of the Service, except to the extent that restriction is unenforceable by law; (c) resell, sublicense, time-share, or make the Service available to any third party other than your Users; (d) upload malware, or attempt to gain unauthorized access to, probe, overload, or disrupt the Service or its infrastructure; (e) scrape, crawl, or systematically extract data from the Service other than your own Customer Data through features we provide; (f) use the Service or its output to build, train, or improve a competing product or service, or to benchmark it for a competitor; (g) misrepresent your identity or authority, or use the Service to send deceptive, harassing, or unlawful communications; or (h) use the Service in violation of Section 7.6.

We may investigate suspected violations and may suspend access immediately where conduct threatens the Service, other customers, or the rights or safety of any person.

The Service integrates with third parties you choose to connect, and where you provide your own credentials or keys, those services run under your account and at your cost. Your use of a third-party service is governed by that provider's terms, and we are not responsible for it, for its availability, or for anything it does with data you direct us to send it. Disabling or losing access to a third-party service may affect features that depend on it.

The Service, including its software, models, design, user interfaces, and content (excluding Customer Data), and all improvements to it, is owned by Opulence Companies and its licensors and is protected by intellectual-property law. We reserve all rights not expressly granted. You may use Output for your own business purposes; you obtain no rights in the Service itself.

If you send us feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or obligation to you. Feedback is not your Confidential Information.

Copyright complaints. If you believe material on the Service infringes your copyright, contact legal@opulencecompanies.com with the information required by the Digital Millennium Copyright Act. We may remove material and terminate repeat infringers.

We may identify you as a customer and use your name and logo in customer lists and marketing materials in a manner consistent with your branding guidelines. You may decline or withdraw this permission at any time by emailing legal@opulencecompanies.com, and we will stop using them in new materials within a reasonable period. We will not disclose your Confidential Information, your pricing, or your customers in any publicity.

Features identified as beta, preview, early access, experimental, or free are provided FOR EVALUATION ONLY, AS IS AND AS AVAILABLE, WITHOUT ANY WARRANTY, SUPPORT COMMITMENT, OR SERVICE LEVEL, and may be changed, limited or discontinued at any time. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HAVE NO LIABILITY ARISING FROM A BETA, PREVIEW OR FREE FEATURE. Do not use them for work you cannot afford to have go wrong.

THE SERVICE, ITS OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; DEFECTS WILL BE CORRECTED; DATA WILL NOT BE LOST; ANY TAKEOFF, MEASUREMENT, QUANTITY, ESTIMATE, BID, INVOICE, SCHEDULE, TIME RECORD, TAX FIGURE, FORM OR OTHER OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT OR SUITABLE FOR ANY PURPOSE; ANY MESSAGE, NOTIFICATION, SYNCHRONIZATION OR INTEGRATION WILL BE DELIVERED OR PROCESSED; OR THAT THE SERVICE WILL SATISFY ANY LEGAL, REGULATORY, CONTRACTUAL, LENDER OR INSURANCE REQUIREMENT THAT APPLIES TO YOU.

THIS IS EARLY-STAGE SOFTWARE. THE SERVICE, AND ITS AUTOMATED AND AI-ASSISTED MEASUREMENT FEATURES IN PARTICULAR, ARE NEW, UNDER ACTIVE DEVELOPMENT, AND WILL CONTAIN DEFECTS AND PRODUCE INCORRECT RESULTS. WE MAKE NO REPRESENTATION THAT THEY HAVE BEEN TESTED OR VALIDATED FOR ANY PARTICULAR PROJECT, TRADE, PLAN SET, JURISDICTION OR PURPOSE, AND WE DO NOT UNDERTAKE TO DETECT OR CORRECT ANY ERROR. SECTION 12 PLACES THE OBLIGATION TO VERIFY ON YOU, AND SECTION 27.2 STATES THAT WE ARE NOT LIABLE FOR OUTPUT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

27.1 NO INDIRECT OR CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY, NOR OUR AFFILIATES, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OR INACCURATE DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

27.2 NO LIABILITY AT ALL FOR MEASUREMENTS, ESTIMATES AND OTHER OUTPUT. THIS IS THE MOST IMPORTANT PARAGRAPH IN THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HAVE NO LIABILITY WHATSOEVER — AND YOU RELEASE US AND OUR AFFILIATES FROM ALL LIABILITY — FOR ANY LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND ARISING OUT OF OR RELATING TO ANY MEASUREMENT, DIMENSION, SCALE, CALIBRATION, QUANTITY, TAKEOFF, WASTE FACTOR, RATE, PRICE, TOTAL, ESTIMATE, BID, PROPOSAL, SCHEDULE, INVOICE, FORM OR OTHER OUTPUT OF THE SERVICE, OR TO YOUR RELIANCE ON ANY OF THEM, INCLUDING WHERE IT IS INACCURATE, INCOMPLETE, MISCALCULATED, MISREAD, OMITTED, OR PRODUCED FROM A PLAN THAT WAS WRONG OR SUPERSEDED. THIS INCLUDES, WITHOUT LIMITATION: LOST REVENUE AND LOST PROFIT; A BID THAT WAS UNDERPRICED, OVERPRICED, LOST, MISSED OR NOT SUBMITTED; COST OVERRUNS, REWORK, DEMOLITION, MATERIAL SHORTFALL, OVER-ORDERING OR WASTE; PROJECT DELAY, ACCELERATION, LIQUIDATED DAMAGES, BACK-CHARGES OR SET-OFFS; DEFECTIVE, NON-CONFORMING OR REJECTED WORK; A LOST OR IMPAIRED LIEN, BOND OR CLAIM RIGHT; A REJECTED, REDUCED OR DELAYED PAYMENT APPLICATION OR INVOICE; AMOUNTS YOU OWE OR FAIL TO COLLECT; WAGES, PENALTIES OR TAXES; DAMAGE TO PROPERTY; AND LOSS OF A CUSTOMER, BUILDER RELATIONSHIP, EMPLOYEE, CONTRACT, BONDING CAPACITY OR MARKET OPPORTUNITY. THIS ALLOCATION IS THE DIRECT CONSEQUENCE OF SECTION 12: YOU HOLD THE OBLIGATION TO VERIFY EVERY FIGURE, AND YOU ASSUME THE RISK OF NOT DOING SO.

27.3 AGGREGATE CAP. FOR EVERYTHING NOT ALREADY EXCLUDED, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE LESSER OF (a) THE AMOUNTS YOU ACTUALLY PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM, OR (b) $10,000 U.S. DOLLARS. IF YOU HAVE PAID US NOTHING, OUR LIABILITY IS ZERO.

27.4 THE LIMITS REACH EVERY CLAIM. Sections 27.1 to 27.3 APPLY TO EVERY CLAIM, ON EVERY THEORY — CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, EQUITY, MISREPRESENTATION OR OTHERWISE — INCLUDING ANY CLAIM ARISING OUT OF OR RELATING TO SECTION 7 (OUR AFFILIATED BUSINESSES AND COMPETITION), SECTION 9 (CUSTOMER DATA, AGGREGATED DATA AND DERIVED DATA), OUR ACCESS TO YOUR WORKSPACE UNDER SECTION 7.7, ANY ALLEGED MISUSE OF CUSTOMER DATA, AND ANY CLAIM BROUGHT BY OR THROUGH YOUR OWN CUSTOMERS, EMPLOYEES OR SUBCONTRACTORS. THEY APPLY IN THE AGGREGATE ACROSS ALL CLAIMS AND ALL CLAIMANTS UNDER YOUR ACCOUNT, SO THAT MULTIPLE CLAIMS DO NOT ENLARGE THE CAP.

27.5 MONEY DAMAGES ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, YOUR REMEDIES ARE LIMITED TO MONEY DAMAGES SUBJECT TO THIS SECTION. YOU WAIVE ANY RIGHT TO RESCISSION, DISGORGEMENT, AN ACCOUNTING, A CONSTRUCTIVE TRUST, OR INJUNCTIVE OR OTHER EQUITABLE RELIEF AGAINST US OR OUR AFFILIATES, AND YOU AGREE THAT DAMAGES SUBJECT TO THIS SECTION ARE AN ADEQUATE REMEDY.

27.6 WHY THIS IS THE BARGAIN. You acknowledge that we are an early-stage company offering new technology at a low subscription price; that the price is set in direct reliance on Sections 12, 26 and 27 and would be materially higher — or the Service would not be offered at all — without them; that the risks allocated to you here are risks you are far better placed than we are to control, because you hold the plans, the field conditions, the licence and the professional judgment; and that these provisions are a reasonable allocation of risk between businesses. They are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.

27.7 WHAT IS NOT LIMITED. This Section does not limit either party's liability for its own fraud or willful misconduct, your payment obligations, your obligations under Section 28, or any liability that cannot be limited or excluded by applicable law. Some jurisdictions do not allow certain exclusions or limitations, so parts of this Section may not apply to you; where a provision is unenforceable it is limited or modified to the minimum extent necessary and the remainder of this Section stays in force.

You will defend, indemnify and hold harmless Opulence Companies, its Affiliates, and their officers, directors, employees and agents from and against any third-party claim, demand, action, investigation or proceeding, and all resulting losses, damages, liabilities, settlements, fines, penalties, and reasonable attorneys' fees and costs, arising out of or related to: (a) Customer Data, including any claim that it infringes or misappropriates a third party's rights or was submitted without required rights or consents; (b) your use of the Service in violation of these Terms or of law; (c) any Output you relied on, submitted, published or sent — including your failure to verify it as Section 12.3 requires — and any bid, estimate, invoice, contract, change order, lien document or payment application you produced with the Service; (d) any contract or dispute between you and your customer, builder, subcontractor, supplier or other third party; (e) any claim by your Users, employees, crew members or contractors, including wage-and-hour, timekeeping, location or privacy claims; (f) any communication you sent or caused to be sent through the Service; and (g) your taxes.

We will notify you of the claim, give you control of the defense (except that you may not settle in a way that imposes liability or admission on us without our consent, not unreasonably withheld), and reasonably cooperate at your expense. We may participate with our own counsel at our own expense.

EXCEPT WHERE PROHIBITED BY LAW, ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE MUST BE BROUGHT WITHIN 12 MONTHS AFTER THE CLAIM ACCRUES, AND IS PERMANENTLY BARRED AFTERWARD. This does not apply to claims for non-payment of fees.

NOTICE AND CURE ARE A CONDITION PRECEDENT. Before commencing any claim, action or arbitration, you must give us written notice at legal@opulencecompanies.com describing the claim and the relief sought in reasonable detail, and give us sixty (60) days to investigate and cure. A claim brought without that notice and cure period is premature and must be dismissed or stayed. The period in the paragraph above is tolled while it runs.

PREVAILING-PARTY FEES. In any claim, action, arbitration or proceeding arising out of or relating to these Terms or the Service, the prevailing party is entitled to recover its reasonable attorneys' fees, expert fees and costs from the other party, to the extent permitted by law. A party that voluntarily dismisses or abandons a claim after the other party has appeared is not the prevailing party as to that claim.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS HOW DISPUTES BETWEEN US ARE RESOLVED, AND IT LIMITS YOUR RIGHT TO GO TO COURT AND TO PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT, AS DESCRIBED BELOW.

30.1 Informal resolution first. Before filing anything, the party with a dispute will give the notice and allow the cure period required by Section 29, and the parties will attempt in good faith to resolve the dispute during it. That step is a condition precedent to arbitration and to any lawsuit.

30.2 Binding individual arbitration. If the dispute is not resolved, it will be settled by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, before one arbitrator, seated in Davidson County, Tennessee, under the Federal Arbitration Act. The arbitrator decides all issues except those reserved below, including the scope and enforceability of this Section, but a court decides whether Section 30.3 is enforceable. The arbitrator may award any relief a court could award to that individual party, and judgment on the award may be entered in any court of competent jurisdiction. The arbitration is confidential.

30.3 CLASS-ACTION AND JURY WAIVER. CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. TO THE EXTENT A DISPUTE PROCEEDS IN COURT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL. If this Section 30.3 is found unenforceable as to a particular claim or request for relief, that claim or request is severed and heard in court under Section 31, and the rest of this Section 30 continues to apply.

30.4 Exceptions. Either party may (a) bring an individual action in small-claims court, and (b) seek temporary or preliminary injunctive relief in the courts described in Section 31 to protect intellectual property, Confidential Information, or trade secrets, without waiving this Section.

30.5 YOUR RIGHT TO OPT OUT. You may opt out of arbitration and the class-action waiver by emailing legal@opulencecompanies.com within 30 days after you first accept these Terms, stating your organization name and that you opt out of arbitration. Opting out affects only this Section 30; everything else in these Terms continues to apply, and opting out will not affect your subscription, your pricing, or how we treat you. If you have previously accepted an earlier version of these Terms and validly opted out, that opt-out remains effective.

30.6 Costs and fees. Arbitration fees are governed by the AAA rules. Each party bears its own attorneys' fees except where a statute or the arbitrator's award provides otherwise.

These Terms and any dispute arising out of them are governed by the laws of the State of Tennessee, without regard to its conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration, or to enforce an arbitration award, the parties submit to the exclusive jurisdiction of the state and federal courts located in Davidson County, Tennessee, and each party waives any objection to that venue and to inconvenient forum.

These Terms apply for as long as you use the Service. You may stop using it and cancel at any time under Section 6.

We may suspend or terminate your access, in whole or in part, if you materially breach these Terms, fail to pay, use the Service in a way that threatens the Service or another person, or where required by law. Where practical and lawful, we will give notice and an opportunity to cure. We may discontinue the Service on reasonable notice, in which case we will refund the unused portion of fees you have prepaid for the discontinued Service, which is your sole remedy for the discontinuation.

On termination your right to use the Service ends. Sections that by their nature should survive do survive, including Sections 2, 7.3 through 7.11, 8, 9 (in particular the perpetual license in Section 9.3 and the warranties you gave in Section 9.8), 10, 11 through 14, 18, 19, 23, and 26 through 34.

We may update these Terms. If we make material changes, we will provide notice — by email, in the Service, or by requiring acceptance before continued use — and we will update the version and effective date shown on this page. Changes are not retroactive.

A material change takes effect for you when you accept it or, if you continue to use the Service after the effective date of the notice, on that date. Your organization's acceptance of each version is recorded, so both of us can see which version you agreed to and when. If you do not agree to a change, stop using the Service and cancel under Section 6; that is your remedy, and the version you last accepted governs until your subscription ends.

Entire agreement and precedence. These Terms, the Privacy Policy, and any order form or written agreement signed by both parties are the entire agreement about the Service and supersede all prior discussions. If a signed agreement conflicts with these Terms, the signed agreement controls for that customer. Any purchase order, vendor portal, or click-through terms of yours have no effect, even if we access them, and any pre-printed terms in them are rejected.

Severability and reformation. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and to reflect the parties' intent, and the remainder stays in effect. If a waiver, limitation or exclusive remedy in these Terms is held unenforceable as to a particular claim, it remains in full force as to every other claim.

NO RELIANCE. You acknowledge that in accepting these Terms you are not relying on any statement, representation, warranty, promise, forecast, demonstration, roadmap, marketing material, or course of dealing that is not expressly set out in these Terms, and that no such statement forms part of our agreement. You have had the opportunity to review these Terms with counsel of your choosing, and these Terms will not be construed against either party as the drafter. You further acknowledge that you are a business, entering into these Terms for business purposes, and that consumer-protection statutes intended for individual consumers do not apply to this agreement.

No waiver. A failure or delay in enforcing a provision is not a waiver of it. Assignment. You may not assign these Terms without our written consent, except to a successor to all or substantially all of your business that is not a competitor of ours; we may assign in connection with a merger, acquisition, financing, or sale of assets. Any other attempted assignment is void.

Independent parties; no third-party beneficiaries. The parties are independent contractors, and these Terms create no third-party beneficiary rights. Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including acts of God, labor disputes, utility, network or cloud-provider failures, cyberattack, war, terrorism, epidemic, or government action; this does not excuse payment obligations.

Export and sanctions. You represent that you and your Users are not located in, and are not owned or controlled by anyone located in, an embargoed country or on a restricted-party list, and you will not use the Service in violation of export-control or sanctions laws. U.S. government users. The Service is "commercial computer software" under FAR 12.212 and DFARS 227.7202 and is provided with only the rights granted here.

Notices. We may give notice by email to your account or billing address or by posting in the Service; notice to us must go to legal@opulencecompanies.com. Headings are for convenience only. These Terms may be accepted electronically, and an electronic record of acceptance is treated as an original.

Questions about these Terms, a request for a copy of your organization's acceptance record, or an arbitration opt-out: legal@opulencecompanies.com. Support: support@opulencecompanies.com. Billing: billing@opulencecompanies.com. Privacy: privacy@opulencecompanies.com.