Terms and Conditions

1. Agreement

These Terms and Conditions ("Terms") are a binding agreement between you and AEC Pulse Inc., a California corporation ("AEC Pulse," "we," "us" or "our"). They govern your use of our website at aecpulse.com, our applications and related services (the "Services").

By creating an account, clicking "I agree," or using the Services, you accept these Terms and our Privacy Policy. If you do not agree, do not use the Services.

If you accept for a company or other organization (a "Customer"), you confirm you have authority to bind it, and "you" means that organization. A separate signed agreement between a Customer and AEC Pulse controls where it conflicts with these Terms.

2. Eligibility and accounts

You must be at least 18 and using the Services for business purposes. Give accurate account information and keep it current. Keep your credentials confidential, do not share accounts, and tell us promptly at [email protected] about any unauthorized use. You are responsible for all activity under your account.

A Customer's administrators may add and remove Users, set permissions, and access, export or delete content in the Customer's workspace. If a Customer invited you, your access depends on its subscription and may be ended by it at any time.

3. Subscriptions, fees and payment

• Plans. Paid features are sold by subscription. Your plan, user count, limits and fees are shown at checkout or in your order.
• Automatic renewal. Subscriptions are billed in advance, monthly or annually, and renew automatically for the same term and price unless cancelled before the renewal date. We will remind you by email before an annual plan renews.
• Free trials. If we offer a free trial, it converts to a paid plan when it ends unless you cancel first. We will remind you before it converts.
• Cancellation. You can cancel at any time in your account settings. Cancellation takes effect at the end of the current term. Fees already paid are not refundable except where the law requires.
• Payment. You authorize us and our payment processor to charge your payment method for all fees due. Invoiced fees are due within 30 days. Fees exclude taxes, which you are responsible for, other than taxes on our income.
• Late payment and price changes. We may suspend the Services after 10 days' notice of non-payment. We may change prices for a future term with at least 30 days' notice.

4. Acceptable use

You agree not to, and not to let anyone else:

• Break any law, or infringe anyone's intellectual property, privacy or other rights.
• Upload malware or unlawful, defamatory or harassing content.
• Access or try to access the Services, other accounts or our systems without authorization, or test their vulnerabilities without our written permission.
• Interfere with or overload the Services, including through bots or scrapers.
• Copy, modify, reverse engineer or create derivative works of the Services, except where the law expressly allows.
• Resell, rent or share the Services, or use them to build a competing product.
• Upload sensitive personal information, such as health, financial account or government ID data, unless your order expressly allows it.

5. Customer Data

Ownership. The Customer owns all Customer Data: the drawings, models, markups, documents, photos, proposals, fee and resource data, schedules, comments and other content Users upload to or connect with the Services.

License to us. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Customer Data, solely to provide, secure and support the Services and as the Privacy Policy describes.

Your responsibilities. You are responsible for the accuracy, quality and legality of Customer Data. You confirm you have all rights and consents needed to upload it, including from owners, consultants and subcontractors.

Export, deletion and backups. You can export Customer Data during your subscription and for 30 days after it ends; we may delete it after that. We back up the Services, but we are not your system of record. Keep your own copies of important project files.

6. Intellectual property

We and our licensors own the Services, including the software, designs, content and the AEC Pulse name and logo. Subject to these Terms and payment of fees, you may use the Services for your internal business purposes during your subscription. This right is non-exclusive, non-transferable and revocable. We reserve all other rights.

If you send us feedback or suggestions, we may use them without restriction or payment. Feedback does not include Customer Data.

7. Third-party services

The Services may connect to third-party tools, such as document management, accounting, BIM or single sign-on products. Those tools are not ours, and their providers' terms govern them. When you enable an integration, you authorize us to exchange Customer Data with that provider as needed to run it. We may change or end an integration if the provider changes its service.

8. Professional judgment

AEC Pulse is a software company. We do not practice architecture, engineering or any other licensed profession, and we do not provide professional, legal, safety, inspection or construction-management services.

The Services support, but do not replace, the judgment of licensed professionals. Dashboards, metrics, forecasts, takeoffs, markups, reports and any automated or AI-assisted output ("Outputs") depend on the data you supply and may be incomplete or inaccurate. Review and verify Outputs before relying on them.

You remain solely responsible for designs, specifications, budgets, schedules, means and methods, site safety, and compliance with codes, standards, permits, contracts and licensing rules. We have no duty to review Customer Data for errors or code compliance, or to warn you of any project risk.

9. Disclaimer of warranties

THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE.

10. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, PROJECT DELAYS, COST OVERRUNS, REWORK OR CONSTRUCTION DEFECTS, EVEN IF ADVISED THEY WERE POSSIBLE. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US$100 IF YOU PAID NONE.

These limits do not apply to your payment or indemnity obligations, or to liability that cannot be limited under California law, including for fraud, willful injury or violation of law.

11. Indemnification

You will defend, indemnify and hold harmless AEC Pulse and its directors, officers, employees and agents from third-party claims, damages, costs and reasonable attorneys' fees arising from your Customer Data, your projects, or your breach of these Terms or the law. We will notify you promptly of any claim, let you control the defense, and cooperate reasonably. You may not settle a claim in a way that imposes obligations on us without our consent.

12. Term, suspension and termination

These Terms apply from the day you accept them until your account and all subscriptions end. You may close your account at any time; paid subscriptions end at the close of the current term.

We may suspend access, with notice where practical, to address a security risk, a legal demand or a breach of Section 4. We may terminate these Terms on 30 days' notice if you materially breach them and do not cure within that time, or immediately for non-payment, repeated or serious breach, or conduct that creates legal risk or harm.

On termination your right to use the Services ends and unpaid fees become due. Sections 5 through 11, 13 and 15 survive.

13. Governing law and disputes

These Terms are governed by California law, without regard to its conflict-of-law rules. Before filing a claim, each party will send the other written notice of the dispute and try in good faith to resolve it within 60 days. Any claim not resolved will be brought exclusively in the state or federal courts in Orange County, California, and both parties consent to their jurisdiction. Either party may seek an injunction in any court to protect its intellectual property or confidential information.

14. Changes

We may change the Services, but we will not materially reduce the core functionality of a paid plan during its term. We may update these Terms by posting the new version at aecpulse.com and updating the effective date. For material changes we will notify you by email or in the Services at least 30 days before they take effect. Continued use after that date means you accept them; if you do not, cancel before they take effect.

15. General

• Confidentiality. Each party will protect the other's non-public information with reasonable care and use it only under these Terms, except information that is public, already known, independently developed or legally required to be disclosed.
• Export control. You will comply with U.S. export and sanctions laws.
• Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all your assets. We may assign them to an affiliate or successor.
• Notices. We may notify you by email to your account address or in the Services. Send legal notices to AEC Pulse Inc., Attn: Legal, 2108 N ST, STE N
  Sacramento, CA 95816, with a copy to [email protected].
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Entire agreement; severability; waiver. These Terms, the Privacy Policy and any order are the entire agreement about the Services. If any provision is unenforceable, the rest remains in effect. Not enforcing a right is not a waiver of it.
• Relationship. The parties are independent contractors, and these Terms create no third-party beneficiaries.

16. Contact