Terms of service

This is a complete working draft of our Terms of service, authored ahead of outside counsel review (spec 54). It reflects how the Service actually operates, but it has not yet been approved by an attorney; the counsel-final version will replace it, and be versioned, before any paid customer signs up.

1. Acceptance and binding effect

These Terms of Service ("Terms") are a binding agreement between TGC Works LLC, a Wyoming limited liability company ("PipeTakeoff," "we," "us"), and the customer accessing or using the PipeTakeoff.com service (the "Service"). By clicking "Sign up," creating an account, or using the Service, you agree to these Terms. If you sign up for or use the Service on behalf of an organization, you agree to these Terms on that organization's behalf and represent that you have authority to bind it; "Customer" and "you" then refer to that organization.

The Service is offered for business use only. You must be at least 18 years old and using the Service in the course of a trade or business. We record each acceptance of these Terms together with the Terms version, a timestamp, and connection metadata such as IP address, and this record forms part of the audit trail described in Section 7.

2. The Service

PipeTakeoff.com extracts bill-of-materials (BOM) data from piping isometric drawings you upload, using artificial-intelligence models, and provides workflow around that output: review and editing surfaces, project-level aggregation, material catalogs, exports, and (where enabled on your plan) RFQ generation, a vendor quote portal, and quote comparison.

The Service produces AI-generated suggestions that require human review before use (Sections 6 and 7). The Service is a productivity tool for qualified professionals. It does not provide engineering, procurement, or other professional services, and it does not exercise or replace professional judgment.

3. Accounts, organizations, and roles

You must provide accurate registration information and keep it current. Each account belongs to a single human; credentials must not be shared. You are responsible for safeguarding credentials and for all activity under your organization's accounts.

An organization's owner and administrators control membership, roles, and permissions, and act for the organization under these Terms, including accepting updated Terms, approving subprocessor changes, and deleting the organization. As between PipeTakeoff and the individuals using an organization's workspace, the organization owns the workspace and its data.

4. Permitted use and Acceptable Use Policy

You may use the Service only for lawful internal business purposes and in accordance with these Terms, the documentation, and the Acceptable Use Policy published at /legal/aup, which is part of these Terms. Violations of the Acceptable Use Policy may result in suspension under Section 15 or termination under Section 14.

Restricted data. You must not upload technical data subject to export controls (ITAR or EAR), classified information, controlled unclassified information (CUI), or any drawing whose disclosure to the subprocessors listed under Section 13 would breach a confidentiality obligation your organization holds. PipeTakeoff.com is not authorized to process export-controlled or classified material.

5. Customer Data

"Customer Data" means the drawings, files, extracted and edited BOM data, catalogs, quotes, vendor submissions, and other content that you (or vendors acting at your invitation) submit to the Service. As between the parties, you own Customer Data.

You grant us a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data solely to (a) provide, secure, and support the Service, (b) prevent or address service, security, or technical issues, and (c) comply with your instructions given through the Service. We do not sell Customer Data, and we do not disclose it to third parties other than the subprocessors listed under Section 13 and disclosures required by law.

We do not use Customer Data to train AI models. Our AI provider processes extraction inputs under commercial API terms that prohibit training on customer data and permit retention only for a limited period (see /legal/subprocessors).

• Aggregated data. We may create and use data that is aggregated and de-identified across customers (including material-price benchmark statistics), provided it does not include drawings, does not identify you, your vendors, your projects, or any individual, and is computed only where a minimum number of distinct organizations contribute to each statistic. We own such aggregated data and will not attempt to re-identify it.
• Your responsibilities. You represent that you have the rights and any required authorizations to upload the content you upload, including any incidental personal data appearing in drawings (for example, names on title blocks).
• Deletion. You can delete projects or your entire organization in-product. Deleting an organization removes its database records immediately and triggers an automated purge of its uploaded files from object storage; residual copies in backups expire per the retention schedule referenced in our Privacy policy and security documentation.

6. AI-generated output; disclaimer

EXTRACTED LINE ITEMS (INCLUDING QUANTITIES, SIZES, SCHEDULES, RATINGS, MATERIALS, AND DESCRIPTIONS) AND ALL OTHER AI-GENERATED OUTPUT ARE AUTOMATED SUGGESTIONS, NOT REPRESENTATIONS OF FACT. AI OUTPUT MAY BE INCOMPLETE OR INCORRECT, INCLUDING IN WAYS THAT ARE SAFETY-RELEVANT (FOR EXAMPLE, A SCHEDULE RATED BELOW OPERATING PRESSURE OR A MATERIAL UNSUITED TO THE SERVICE CONDITIONS).

PIPETAKEOFF DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY EXTRACTION AND DOES NOT WARRANT THAT ANY OUTPUT IS FIT FOR ANY PARTICULAR PROCUREMENT, FABRICATION, ENGINEERING, OR SAFETY DECISION. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ALL OUTPUT BEFORE RELYING ON IT.

7. Customer review obligation

You agree to maintain a documented review process under which a person qualified to evaluate piping takeoff data reviews and verifies each extracted BOM before it is committed in the Service or used in any procurement, fabrication, or engineering decision. You will not bypass, automate away, or rubber-stamp that review.

The Service records review telemetry (including the reviewing user, time spent in review, and edits made) in an immutable, tamper-evident audit log. You agree that this audit log may be used by either party as evidence of whether the review required by this Section occurred.

8. Subscriptions, fees, and billing

Fees are as posted at /pricing or as set out in an order form, and are billed through our payment processor. Subscriptions renew automatically each billing period until canceled. Usage-based components (a percentage of quoted project value and per-drawing charges beyond your plan's monthly allowance) are metered and billed per the posted pricing.

We may change prices with at least 30 days' advance notice, effective at your next billing period. Fees are exclusive of taxes; you are responsible for all taxes other than taxes on our income. Free-trial allowances are as posted, limited to one per organization, and may be modified or revoked in cases of abuse.

If a payment fails, our processor retries it. If payment is not made after retries, we may downgrade your organization to a plan tier that pauses new extractions or suspend paid features until payment is made. Except where required by law, fees are non-refundable; canceling stops your next renewal as described in-product.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA (SUBJECT TO OUR OBLIGATION TO MAINTAIN THE BACKUP PRACTICES DESCRIBED IN OUR SECURITY DOCUMENTATION), OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNTS PAID BY CUSTOMER TO PIPETAKEOFF IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY AND (ii) $5,000.

The limitations above do not apply to: a party's gross negligence or willful misconduct; a party's indemnification obligations under Section 11; a party's breach of Section 12 (Confidentiality); or our liability for a personal data breach caused by our failure to maintain the safeguards described in Section 12. The parties agree these limitations allocate risk between them and are reflected in the fees.

10. Warranty disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

11. Indemnification

By you. You will defend and indemnify PipeTakeoff against third-party claims arising from Customer Data, from your use of extracted output in procurement, fabrication, engineering, or safety decisions, or from your violation of the Acceptable Use Policy, except to the extent a claim is caused by our gross negligence or willful misconduct.

By us. We will defend and indemnify you against third-party claims that the Service itself (excluding Customer Data and your use of output) infringes a third party's intellectual-property rights. If such a claim arises, we may procure the right for you to continue using the Service, modify the Service to be non-infringing, or terminate the affected subscription and refund prepaid, unused fees. This Section states your exclusive remedy for third-party IP claims.

Procedure. The indemnified party must give prompt notice, allow the indemnifying party to control the defense and settlement (no settlement imposing obligations on the indemnified party without its consent), and reasonably cooperate.

12. Confidentiality and security

Each party will protect the other's confidential information with at least reasonable care and use it only to perform under these Terms. Customer Data is your confidential information. Standard exclusions apply (information that is public without breach, independently developed, or rightfully received from a third party). A party compelled by law to disclose confidential information will, where lawful, give the other party prompt notice.

We maintain administrative, technical, and organizational safeguards for Customer Data, including encryption in transit and at rest, role-based access controls, tenant isolation enforced at the application and database layers, and audit logging, as described at /security. If we confirm a breach of security affecting your Customer Data, we will notify you as described in our Privacy policy.

13. Subprocessors

We use the subprocessors listed at /legal/subprocessors to operate the Service. We will notify your organization's administrators by email at least 30 days before a new subprocessor processes Customer Data. If you object on reasonable data-protection grounds and we cannot resolve the objection, you may terminate the affected subscription for cause and we will refund prepaid fees for the unused remainder of the billing period.

14. Term, termination, and data export

Subscriptions run month to month unless an order form says otherwise. You may cancel at any time in settings. Either party may terminate these Terms for material breach that remains uncured 30 days after written notice.

For 90 days after termination or expiration, you may export your committed BOM data through the in-product export tools or by written request to legal@pipetakeoff.com. After that period we may delete Customer Data in accordance with our published retention schedule; compliance records (including the audit log and Terms-acceptance records) are retained per that schedule. Sections that by their nature should survive, including Sections 5 (aggregated data), 6, 7, 9, 10, 11, 12, 17, and 20, survive termination.

15. Suspension

We may suspend an organization's or user's access immediately where reasonably necessary: for security incidents; for Acceptable Use Policy violations; for nonpayment after failed retries under Section 8; or to comply with law. Where the circumstances do not require immediate action we will notify you before suspending; otherwise we will notify you promptly afterward, and we will restore access once the cause is cured.

16. Changes to the Service and these Terms

We may improve and change the Service, provided changes do not materially degrade its core functionality during a paid term. We may modify these Terms with at least 30 days' advance notice for material changes, given by email to organization administrators or in-product. The updated Terms apply from their stated effective date; continued use of the Service after that date constitutes acceptance, and the Service requires click-through re-acceptance of the updated Terms at your next sign-in.

17. Governing law and dispute resolution

These Terms are governed by the laws of the State of Wyoming, excluding its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Service that the parties cannot resolve informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in English. [COUNSEL: confirm governing law and arbitration seat/venue for a Wyoming LLC.]

EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. Either party may bring qualifying claims in small-claims court, and either party may seek injunctive relief in court for infringement or misuse of intellectual property or confidential information.

18. Force majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, governmental action, internet or utility failures, or failures of third-party infrastructure providers, provided the affected party uses reasonable efforts to mitigate.

19. Notices

Notices to PipeTakeoff must be sent to legal@pipetakeoff.com and are deemed received on the next business day. Notices to you may be given by email to your organization's administrators or in-product, and are deemed received when sent.

20. General

These Terms, together with the Acceptable Use Policy, the Privacy policy, any executed data processing agreement, and any order forms, are the entire agreement between the parties regarding the Service and supersede prior agreements on that subject. If a data processing agreement or order form conflicts with these Terms, the data processing agreement or order form controls for its subject matter.

Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice. If any provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. A failure to enforce a provision is not a waiver. The parties are independent contractors. You will comply with applicable export-control and sanctions laws in using the Service.

Contact

Questions about this draft? Email legal@pipetakeoff.com.