Nimbus Takeoff Terms of Service

Nimbus Takeoff Inc. Toronto, Ontario, Canada Email: support@nimbustakeoff.com

Version: 2.0 Effective Date: February 2025 Last Updated: February 2025

Executive Summary

Five Key Points:

What We Are: Nimbus Takeoff is a digital calculator for construction - you input all data, we perform the math.
Your Data: You own all your content and can export it anytime during subscription or within 6 months after cancellation.
Payment Terms: Monthly subscriptions have 24-hour refund window. Annual subscriptions are non-refundable.
Failed Payments: 3-day grace period for monthly plans, then auto-cancellation. Reactivate anytime within 6 months.
Governing Law: Ontario, Canada law applies. Disputes resolved in Toronto courts.

1. Agreement and Service Description

1.1 The Agreement

These Terms of Service ("Terms") are between Nimbus Takeoff, Inc. ("Nimbus", "we", "us") and you or the company you represent ("Customer", "you"). By using our Services, you agree to these Terms.

1.2 What Nimbus Takeoff Is

Nimbus Takeoff is a calculation tool for construction estimating. Like Microsoft Excel or a calculator:

You manually count quantities from your uploaded PDFs
You enter your own material costs and labor rates
We perform arithmetic calculations (quantity × your rate = total)
You verify and use the results at your own discretion

What we DON'T provide:

Pricing data or cost databases
Professional estimating advice
Guaranteed accurate estimates
Engineering or architectural services

1.3 Eligibility

You must be:

18 years or older
Authorized to bind your company
In the commercial construction or related industry
Using the Services for business purposes only

2. Account and License

2.1 Account Creation

To use Nimbus Takeoff, you must:

Provide accurate company information
Create secure account credentials
Maintain current contact information
Keep your login credentials confidential

2.2 License Grant

We grant you a limited, non-exclusive, non-transferable license to:

Access the Services during your subscription term
Upload and process your construction documents
Use our calculation tools for your internal business
Export your data as provided in these Terms

This license terminates when your subscription ends.

2.3 Authorized Users

Each user needs unique login credentials
Don't share passwords between users
You're responsible for your users' activities
Pricing is per user seat

2.4 Acceptable Use

You agree NOT to:

Use the Services illegally or fraudulently
Share or sell your account access
Reverse engineer our software
Overload our systems with excessive requests
Upload malicious code or content
Use the Services to compete with us
Violate others' intellectual property rights

3. Your Content and Data

3.1 You Own Your Content

You retain ownership of everything you upload or create in Nimbus Takeoff:

Construction drawings and documents
Material costs and labor rates you enter
Project measurements and quantities
Estimates and calculations you create

3.2 Your Data Export Rights

You own all Content you upload and create in the Services. You can export your data at any time.

What You Can Export

Material and labor rates you've entered (CSV format)
Project measurements and quantities (CSV format)
Project list and metadata (CSV format)
Final estimate calculations (CSV format)

How to Export

Go to Settings → Data Export
Click "Export All My Data"
You'll receive a ZIP file via email within 24 hours
Available anytime during subscription and 6 months after cancellation

What's Not Included

System configuration and preferences
Other users' data (if you're part of a team)
Audit logs and activity history
Uploaded drawings (available for individual download from project page)

Export Formats

All data exports are provided in standard CSV format for easy import into Excel, Google Sheets, or other software.

3.3 How We Use Your Content

We access your content only to:

Provide the calculation services
Respond to your support requests
Ensure system security and performance
Create anonymous usage analytics (with no identifying information)

3.4 Content Standards

Don't upload content that:

Infringes others' rights
Contains malware or viruses
Is illegal or fraudulent
Violates any laws or regulations

4. Billing and Payment

4.1 Subscription Fees

Monthly Plans: Billed monthly in advance
Annual Plans: Billed annually in advance (non-refundable)
Prices are per user seat
Fees are based on seats purchased, not actual usage

4.2 Payment Processing

Payments processed by Stripe, Inc.
We don't store your credit card numbers
You authorize recurring charges for your subscription
Keep your payment method current

4.3 Failed Payments and Cancellation

Failed Payments (Monthly Subscriptions)

If your monthly payment fails:

You have 3 days to update your payment method
Service remains fully accessible during this grace period
After 3 days: Your subscription is automatically cancelled
Billing stops - no further charges will be attempted
Your account and data remain intact for 6 months

After Cancellation

When your subscription is cancelled (by you or auto-cancelled):

You can still log in to your account
You can export your data anytime within 6 months
You can reactivate your subscription anytime within 6 months
Simply update payment method and choose a new subscription plan
All your data will be exactly where you left it

Data Deletion

After 6 months of cancellation:

Account and all data are permanently deleted
You would need to create a new account to use the service

Annual Subscriptions

Annual subscriptions are paid upfront for 12 months, so payment failure only affects renewal at the end of the annual term.

4.4 Refunds

Monthly Subscriptions: 24-hour refund window from initial purchase
Annual Subscriptions: Non-refundable after purchase
Refunds processed to original payment method
No refunds for partial months or unused seats
Account Deletion: Deleting your account cancels the subscription immediately; the unused remainder of the current billing period is not refunded

4.5 Subscription Changes

Adding Seats: Charged immediately, prorated for current period
Removing Seats: Takes effect at next billing cycle
Upgrading: Immediate effect with prorated charges
Downgrading: Takes effect at next billing cycle

4.6 Taxes

Prices don't include applicable taxes. You're responsible for all taxes except those based on our income.

4.7 Price Changes

We reserve the right to modify our pricing at any time. For existing customers:

You'll receive at least 30 days advance notice (or legal minimum, whichever is greater)
Price increases apply at your next renewal, not mid-cycle
Monthly subscriptions: New price at next monthly renewal
Annual subscriptions: New price at next annual renewal
You may cancel before renewal to avoid new pricing
Continued use constitutes acceptance of new prices

5. Term and Termination

5.1 Subscription Term

Starts when you subscribe
Continues for your selected term (monthly or annual)
Auto-renews unless cancelled

5.2 Cancellation

By You: Cancel anytime, effective at period end
By Us: We may terminate for Terms violations
Free Trials: End automatically after trial period

5.2a Account Deletion

You may permanently delete your company account at any time (Account Settings → Security), subject to email confirmation
Deletion is immediate and irreversible: every user is deactivated, the subscription is cancelled, and all company data is permanently removed
No refund is provided for the unused remainder of the current billing period (see Section 4.4)
Billing records are retained as required for compliance
If you believe your account was deleted without your authorization, contact support immediately; assistance with unauthorized deletions is only possible within a short window after deletion

5.2b Verified Unauthorized-Deletion Account Recovery

If Nimbus verifies that a company account was deleted without authorization and restores it during the limited support window described above:

The restored company administrator must choose whether to renew the subscription; recovery does not restart billing by itself
The prior Stripe customer and subscription cannot be reactivated; renewal creates replacement Stripe billing records
If more than one hour remains before the original paid-through date when the replacement subscription is created, no new subscription charge is made at that time and the next full invoice remains scheduled for the original paid-through date
That next invoice uses the billing cycle, seat count, and prices selected and shown during renewal
The interval between deletion and recovery is not billed again, and recovery does not extend the original paid-through date
If one hour or less remains before the original paid-through date, or that date has passed, renewal follows the ordinary new-subscription process and the charge is shown before confirmation

5.3 Effect of Termination

When your subscription ends:

Access to calculation features stops
You can still log in for 6 months to export data
After 6 months, everything is permanently deleted
Sections on liability, confidentiality, and disputes survive termination

6. Warranties and Disclaimers

6.1 Our Limited Warranty

We warrant that Nimbus Takeoff will generally function as described in our documentation. If it doesn't, we'll work to fix it or refund affected fees.

6.2 IMPORTANT DISCLAIMERS

CALCULATOR TOOL DISCLAIMER: NIMBUS TAKEOFF IS A CALCULATION TOOL. YOU PROVIDE ALL INPUT DATA. WE JUST DO THE MATH. YOU MUST VERIFY ALL RESULTS BEFORE USE.

NO PROFESSIONAL ADVICE: WE DON'T PROVIDE CONSTRUCTION, ENGINEERING, ESTIMATING, OR COST CONSULTING ADVICE. ALL BUSINESS DECISIONS BASED ON OUR CALCULATIONS ARE YOUR RESPONSIBILITY.

"AS IS" SERVICE: EXCEPT FOR OUR LIMITED WARRANTY, THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTIES. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.3 Your Responsibilities

You warrant that you:

Have rights to upload your content
Will verify all calculations before use
Will comply with all applicable laws
Won't infringe others' rights

7. Limitation of Liability

7.1 Liability Cap

OUR MAXIMUM LIABILITY TO YOU FOR ANY CLAIMS IS LIMITED TO THE AMOUNT YOU PAID US IN THE 6 MONTHS BEFORE THE CLAIM AROSE.

For free trial users, our maximum liability is $100.

7.2 Excluded Damages

WE'RE NOT LIABLE FOR: Lost profits, lost data, lost business, or any indirect, incidental, special, or consequential damages - even if we knew they were possible.

7.3 Exceptions

These limits don't apply to:

Violations of each other's intellectual property rights
Breach of confidentiality obligations
Gross negligence or intentional misconduct

8. Indemnification

8.1 You Indemnify Us

You'll defend and cover our costs for claims against us arising from:

Your use of the Services
Your content
Your violations of these Terms
Disputes between you and your clients about estimates

8.2 We Indemnify You

We'll defend and cover your costs if someone claims our Services infringe their intellectual property rights, except if the claim results from:

Your content
Your modifications to our Services
Your use beyond these Terms

9. Confidentiality

9.1 Confidential Information

Both parties will protect each other's confidential information with reasonable care and only use it as needed for the Services.

9.2 Exceptions

Confidentiality doesn't apply to information that:

Becomes public through no fault
Was already known
Is independently developed
Must be disclosed by law

10. Security and Privacy

10.1 Security

We implement industry-standard security measures including:

Encryption in transit and at rest
Access controls
Regular security updates

10.2 Privacy

Our Privacy Policy explains how we handle personal information. Key points:

We collect minimal information
Stripe handles payment data
You can export your data
We don't sell your information

10.3 Incidents

If a security breach affects your data, we'll notify you within 72 hours and work to address it.

11. Dispute Resolution

11.1 Governing Law

These Terms are governed by the laws of Ontario, Canada, without regard to conflict of laws principles. Any disputes shall be resolved in the courts of Toronto, Ontario.

Note: This will be updated when formal incorporation is complete.

11.2 Dispute Process

Informal Resolution: First, contact us at legal@nimbustakeoff.com to resolve informally
Formal Proceedings: If needed, bring claims in Toronto, Ontario courts
Injunctive Relief: Either party may seek injunctions for intellectual property violations

11.3 Time Limit

Any claims must be brought within one year of when they arose.

12. General Terms

12.1 Entire Agreement

These Terms, plus any Order Forms, are our complete agreement. They replace all prior discussions or agreements.

12.2 Changes to Terms

We may update these Terms with 30 days notice. Continued use means acceptance. Material changes require email notification.

12.3 Assignment

You can't transfer these Terms without our written consent. We may assign them in a merger or sale.

12.4 Severability

If any part is invalid, the rest remains in effect.

12.5 No Waiver

Not enforcing a right doesn't waive it for the future.

12.6 Force Majeure

Neither party is liable for delays due to circumstances beyond reasonable control.

12.7 Relationship

We're independent contractors, not partners or joint venturers.

12.8 Notices

Send legal notices to:

Us: legal@nimbustakeoff.com
You: Your registered email address

12.9 Export Compliance

Comply with all applicable export laws and regulations.

12.10 Beta Features

Beta features are provided "as is" without warranty and may change or be discontinued.

By using Nimbus Takeoff Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Questions? Contact us at legal@nimbustakeoff.com