1. Eligibility & Account

• You must be at least 18 years old and legally competent to enter into a binding contract in your jurisdiction. If you are accepting these Terms on behalf of a company, partnership, or other entity, you represent and warrant that you have the authority to bind that entity.
• Commercial Customer Representation. You represent, warrant, and agree that you are entering into these Terms solely for purposes related to your trade, business, craft, or profession, and not as a "consumer" for personal, family, or household purposes. Accordingly, you agree that consumer-protection statutes that apply only to consumer transactions — including without limitation the Federal Trade Commission's consumer-protection rules, the Magnuson–Moss Warranty Act, the Colorado Consumer Protection Act (Colo. Rev. Stat. §6-1-101 et seq.), the California Consumers Legal Remedies Act, the California Unfair Competition Law, the New York General Business Law §349 / §350, and any similar consumer-only statute in any other jurisdiction — do not apply to these Terms or to your use of the Services. You waive any claim or defense premised on your being a "consumer."
• You will designate authorized users and remain fully responsible for any and all activity that occurs under your account credentials, whether or not authorized by you.
• You will keep registration information accurate, promptly update contact and billing details, and notify us immediately of unauthorized use.
• We may suspend or refuse accounts at our sole discretion to protect the platform, other customers, or compliance obligations, without liability to you.
• Opportunity to Review & Consult Counsel. You acknowledge that you (a) have had a full and fair opportunity to read these Terms in their entirety before clicking the consent checkbox, (b) have had the opportunity to consult independent legal counsel of your choice regarding these Terms at your own expense, (c) understand the rights, obligations, waivers, and limitations contained herein, including without limitation the waiver of jury trial, the waiver of class actions, the binding-arbitration requirement, the limitation of liability, the no-refund policy, the bid-loss waiver, and the indemnification obligations, and (d) are entering into these Terms knowingly, voluntarily, and free from duress, coercion, or undue influence. You waive any defense of unconscionability, adhesion, surprise, mistake, or lack of meaningful choice with respect to these Terms.

2. Access to the Services

• We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access the Services solely for your internal business purposes, subject to timely payment of all fees and compliance with these Terms.
• You will not reverse engineer, decompile, disassemble, scrape, benchmark, or circumvent security or usage controls, and you will comply with all applicable laws and export restrictions.
• We may modify, discontinue, or apply usage limits to features at any time with reasonable notice when possible; material changes will be communicated via email or in-product alerts. We will not be liable for any modification, suspension, or discontinuation of the Services.
• We reserve the right to throttle or suspend access when your usage degrades platform performance for other customers or threatens security.
• Beta & experimental features. From time to time Foreman AI may make beta, alpha, preview, or experimental features available, with or without separate notice or labeling. Such features are provided strictly "as is" and "as available," may be modified, suspended, or withdrawn at any time without notice, and are excluded from any warranty, service-level commitment, uptime obligation, or refund right. Your sole and exclusive remedy for dissatisfaction with a beta or experimental feature is to stop using it.

3. Customer Data, Product Improvement & Confidentiality

• You retain ownership of all plans, documents, and data you upload ("Customer Data").
• We process Customer Data to provide, secure, maintain, support, and improve the Services, develop new features, and comply with law. We do not sell, rent, or trade identifiable Customer Data to third-party advertisers, data brokers, or marketing networks.
• Product improvement & analytics license. You grant Foreman AI a worldwide, royalty-free, perpetual, irrevocable, sublicensable, transferable license to collect, store, process, reproduce, modify, create derivative works from, and use Customer Data and any information derived from your use of the Services — including but not limited to pricing data, unit costs, labor rates, material costs, bid values, takeoff quantities, project scopes, scheduling data, RFI and submittal patterns, prompts, queries, AI outputs, usage telemetry, performance metrics, and error logs — to: (a) operate, train, fine-tune, evaluate, and improve our AI models, algorithms, and Services; (b) build, publish, distribute, license, and sell benchmarks, indices, market reports, cost databases, aggregated industry insights, and other data products; (c) develop, market, and commercialize new products, features, services, and integrations; and (d) generate de-identified, anonymized, or aggregated datasets ("Aggregated Data"). Aggregated Data does not identify you, your company, your customers, or any specific project.
• Commercialization of Aggregated Data. Foreman AI may use, publish, license, sell, distribute, and otherwise commercialize Aggregated Data and any derivative works of Aggregated Data for any lawful purpose, including offering them as separate paid products or services, without restriction, attribution, royalty, or further notice to you, and without limitation in time or territory. Because Aggregated Data does not identify you, your company, your customers, or any specific project, it is not "Customer Data" or "personal information" for purposes of these Terms or applicable privacy laws.
• No re-identification. Foreman AI will not intentionally re-identify Aggregated Data to a specific Customer, project, or individual, and will use commercially reasonable measures to prevent re-identification.
• Business transfers. In the event of a merger, acquisition, financing, reorganization, joint venture, sale of all or substantially all of Foreman AI's assets or equity, change of control, or bankruptcy, Customer Data, Aggregated Data, AI models trained on either, and all rights and licenses granted under these Terms may be transferred, assigned, sold, or otherwise conveyed to the acquiring, surviving, or successor entity as part of that transaction, without further notice to or consent from you. The successor entity will assume Foreman AI's obligations under these Terms.
• Sub-processors & AI providers. You authorize Foreman AI to transmit Customer Data and derived data to third-party service providers and sub-processors — including without limitation cloud hosting providers, AI model providers (such as OpenAI, Anthropic, Google, and successor or replacement providers), payment processors, email and analytics providers, and other infrastructure vendors — as reasonably necessary to provide, secure, support, train, and improve the Services. We will require material sub-processors to maintain confidentiality and security obligations consistent with these Terms. A current list of material sub-processors is available on request at hello@foremanai.co. Foreman AI may add, remove, or replace sub-processors at any time without notice.
• Prompts, outputs & AI model ownership. As between you and Foreman AI, Foreman AI owns all right, title, and interest in the Services, the underlying AI models, and all model weights, parameters, embeddings, and learned representations, including any improvements derived from your prompts, queries, or interactions. You retain ownership of your underlying Customer Data. Foreman AI grants you a non-exclusive, worldwide, royalty-free license to use AI-generated outputs produced for your account for your internal business purposes, subject to your continued compliance with these Terms. AI-generated outputs may not be unique to you; substantially similar outputs may be generated for other customers, and Foreman AI makes no warranty of exclusivity, originality, or non-duplication.
• Enterprise opt-out. Enterprise customers under a signed order form may opt out of having their identifiable Customer Data used to train general-purpose AI models by contacting legal@foremanai.co. Aggregated Data, Foreman AI's rights to commercialize Aggregated Data, and operational use (security, fraud prevention, billing, support, service delivery) remain unaffected.
• Both parties will protect confidential information with at least industry-standard safeguards and will only permit access to personnel under confidentiality obligations.
• You are responsible for obtaining rights to any third-party data you submit and for ensuring uploads do not violate agreements with owners, subs, or authorities. You represent and warrant that you have all rights necessary to grant the licenses above.

4. Fees, Payment & No-Refund Policy

• Fees, billing cadence, usage limits, and overage rates are described in your Foreman AI order form, invoice, or the pricing page displayed at the time of purchase.
• Charges are due net 15 days unless otherwise specified; unpaid balances accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is less.
• We may suspend or downgrade service for unpaid invoices after providing notice; restoration may require payment of all outstanding balances plus reinstatement fees.
• All fees are exclusive of taxes and regulatory fees, which you are responsible for paying where applicable.

4.0   Card on File & Automatic Billing Authorization

When you create an account you may be asked to provide a valid payment method ("Card on File"). By submitting a Card on File and agreeing to these Terms, you authorize Foreman AI and its payment processor (Stripe, Inc.) to securely store your payment credentials and to charge that payment method on a recurring, off-session basis for all fees you incur under your Foreman AI account, including without limitation: (a) subscription fees at the then-current rate for your selected plan, (b) usage-based or overage fees, (c) fees incurred after any free-usage allotment or promotional period has been exhausted, and (d) any other amounts properly owed under these Terms. You acknowledge that charges may occur without further notice or action on your part, that subscriptions automatically renew each billing period until cancelled, and that it is your sole responsibility to cancel through your account settings or by contacting support before the next billing cycle if you do not wish to be charged. Current pricing and plan details are shown on our pricing page and in your account dashboard.

4.0.1   Free Trials, Auto-Conversion & Your Cancellation Window

• Trial-to-Paid Conversion is Automatic. If you start a free trial, you expressly authorize Foreman AI to automatically convert your trial to a paid subscription at the then-current price for your selected plan when the trial ends, by charging your Card on File without further notice or action on your part. The trial length, paid-plan price, billing cadence, and conversion event are clearly and conspicuously disclosed at signup on the same screen on which you provide your payment method, in language that includes (without limitation) the price (e.g., "$399/mo"), the trial duration (e.g., "3-day free trial"), the conversion mechanic (e.g., "no charge until day 4"), and the words "Cancel anytime." By clicking the trial CTA button, you acknowledge that you have read and understood this disclosure and consent to the auto-conversion charge. You further acknowledge that if, during the trial, you elect to upgrade your plan early from the in-product Billing page, your new plan and its associated charge take effect immediately at the time of upgrade, your free trial ends at that moment, and the recurring monthly billing cycle for the new plan begins on that date.
• Trial-End Timestamp is Displayed in Your Dashboard. Your trial-end date and time are continuously displayed in your account dashboard from the moment your trial begins. You acknowledge that this display constitutes adequate notice of the impending auto-conversion charge and that no separate reminder email, push notification, or pre-charge notice is required by these Terms or by any law applicable to a properly-disclosed trial of the duration offered.
• Trial Acceleration on Quota Exhaustion. Your trial includes a defined allotment of free messages, uploads, or other usage events as disclosed at signup. If you exceed the included free allotment before the trial-duration timer expires, your trial may end immediately and the auto-conversion charge may fire at that moment. This acceleration is a feature, not a defect, and is part of the bargained-for pricing structure. You expressly consent to it. A trial duration shorter than the maximum (e.g., a 13-hour trial when 72 hours were offered) is not evidence of a bug, error, or misrepresentation; it is the documented behavior of an exhausted-allotment conversion.
• One-Click Symmetric Cancellation. The mechanism to cancel a trial or subscription is a single click in your account dashboard, available 24 hours a day, 7 days a week, and requires no phone call, sales conversation, retention specialist, return shipment, or wait time. The cancellation mechanism is at least as simple as the mechanism by which you started the trial, in compliance with the FTC's "Click-to-Cancel" Negative Option Rule and any applicable state equivalent.
• Cancellation Before Trial End is Your Sole Remedy. If you do not wish to be charged the paid-plan fee, your sole and exclusive remedy is to cancel before your trial-end timestamp using the dashboard cancellation mechanism. Speed of complaint after the conversion charge has fired is not a substitute for cancellation before the conversion charge fires, and does not entitle you to a refund, credit, or chargeback under these Terms or under any Visa, Mastercard, American Express, or Discover dispute reason code.
• Express Waiver of Post-Conversion Refund Right. You expressly waive any claim that an auto-conversion charge was "unexpected," "not knowingly authorized," or "should be reversed because I caught it immediately," in each case where the conversion was preceded by the disclosures required by §4.0 and §4.0.1 and where the cancellation mechanism described in this section was available to you and you did not use it.
• Trial Discretion. Foreman AI may modify, shorten, suspend, or terminate any free trial at any time, with or without notice, for any reason in its sole discretion — including without limitation suspected abuse, multi-account creation, prior trial usage, payment-method recycling, suspected fraud, or violation of any term of these Terms. No refund, credit, extension, or other remedy is owed for an early-terminated trial, and the early termination of a trial is not a breach of these Terms.

4.1   ALL FEES ARE FINAL AND NON-REFUNDABLE

EXCEPT WHERE EXPRESSLY PROHIBITED BY APPLICABLE LAW, ALL FEES PAID FOR THE SERVICES ARE FINAL, NON-REFUNDABLE, AND NON-CREDITABLE. THIS INCLUDES, WITHOUT LIMITATION: SUBSCRIPTION FEES (MONTHLY OR ANNUAL), ONE-TIME CHARGES, USAGE-BASED FEES, OVERAGE CHARGES, TOP-UP PURCHASES, AUTO-CONVERSION CHARGES FROM A FREE TRIAL TO A PAID SUBSCRIPTION, AND ANY OTHER AMOUNTS CHARGED TO YOUR PAYMENT METHOD. YOU WILL NOT BE ENTITLED TO ANY REFUND, CREDIT, PRO-RATION, SET-OFF, OR COUNTERCLAIM FOR: (A) ANY PARTIAL-PERIOD SUBSCRIPTION; (B) UNUSED FEATURES, PROMPTS, OR QUOTA; (C) DISSATISFACTION WITH AI-GENERATED OUTPUTS; (D) YOUR FAILURE TO COMPLETE SETUP, CONFIGURATION, OR ONBOARDING STEPS; (E) YOUR DECISION TO STOP USING THE SERVICES BEFORE THE END OF A BILLING PERIOD; (F) YOUR FAILURE TO CANCEL A FREE TRIAL OR SUBSCRIPTION BEFORE THE NEXT BILLING EVENT, INCLUDING WITHOUT LIMITATION THE AUTO-CONVERSION FROM A FREE TRIAL TO A PAID SUBSCRIPTION; (G) ANY ASSERTION THAT THE CONVERSION CHARGE WAS "UNEXPECTED," "NOT KNOWINGLY INTENDED," OR "CAUGHT IMMEDIATELY"; (H) ANY ASSERTION THAT A SHORT TRIAL DURATION (E.G., A TRIAL THAT ENDED IN HOURS RATHER THAN DAYS) WAS A BUG OR ERROR, WHEN SUCH SHORTENING IS DOCUMENTED §4.0.1 BEHAVIOR FOLLOWING EXHAUSTION OF THE INCLUDED FREE ALLOTMENT; OR (I) ANY OTHER REASON WHATSOEVER. YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO THIS NO-REFUND POLICY AT THE TIME OF PURCHASE.

4.2   Chargebacks, Payment Disputes & Fraud

• Prohibited Conduct. You agree not to file, initiate, or encourage any chargeback, payment dispute, bank reversal, credit card dispute, PayPal claim, or similar action with your bank, credit card issuer, payment processor, or any third party for charges that you have authorized or for Services that have been delivered to you.
• Consequences of Filing. If you file a chargeback or payment dispute that Foreman AI reasonably determines to be illegitimate, fraudulent, made in bad faith, or filed without first attempting to resolve the matter directly with us, you acknowledge and agree that ALL of the following shall apply:
  1. Your account will be immediately and permanently terminated without prior notice;
  2. All access to the Services, your account data, AI-generated outputs, reports, takeoffs, project files, and any other deliverables will be permanently revoked — you will have no right to retrieve, export, or access any data whatsoever;
  3. You will be liable to Foreman AI for all costs, fees, and expenses incurred in responding to and contesting the chargeback or dispute, including without limitation: chargeback fees (typically $15–$25 per dispute), payment processor penalties, administrative costs, lost revenue, and reasonable attorneys' fees and legal costs;
  4. Foreman AI reserves the right to report the fraudulent chargeback to applicable fraud databases, credit reporting agencies, and law enforcement authorities;
  5. Foreman AI reserves the right to pursue collections for any amounts owed, including the original charge, dispute fees, and damages, through a collections agency or legal proceedings;
  6. You waive any and all claims against Foreman AI arising from the termination of your account or loss of access to data resulting from your chargeback or dispute.
• Chargeback as Material Breach & Theft of Services. Filing a chargeback or payment dispute after receiving and using the Services constitutes a material breach of these Terms and, where applicable, may constitute theft of services under applicable law. Foreman AI will vigorously contest all illegitimate chargebacks using timestamped evidence of service delivery, including usage logs, message transcripts, generated reports, login records, and records of your acceptance of these Terms.
• Evidence Preservation. You acknowledge that Foreman AI maintains comprehensive, timestamped, server-side records of all account activity — including every message sent and received, every AI output generated, every file uploaded and downloaded, every report created, every overlay rendered, every feature accessed, every login event, and every API call — and that these records constitute conclusive evidence of service delivery for purposes of any payment dispute, chargeback proceeding, arbitration, or litigation.

4.2.1   Liquidated Damages for Bad-Faith Chargebacks

• $50 Per-Dispute Administrative Fee. You agree that, in addition to the original disputed charge and any other remedies available to Foreman AI, you will pay a liquidated-damages administrative fee of fifty United States dollars ($50.00) per chargeback or payment dispute that you file in violation of §4.2 (including any chargeback filed without first exhausting the §4.3 internal-resolution process, or any chargeback Foreman AI reasonably determines to be illegitimate, fraudulent, or made in bad faith). The parties agree that the actual damages caused by such chargebacks (processor fees, staff time, evidence assembly, opportunity cost) are difficult to calculate with precision, and that $50 per dispute is a reasonable, good-faith pre-estimate of those damages and is not a penalty.
• Prevailing-Merchant Recovery. If Foreman AI prevails in contesting a chargeback or payment dispute filed by you, you further agree that the original charge will be re-billed to your Card on File, together with the $50 liquidated-damages fee, all third-party processor or representment fees, and any attorneys' fees and costs incurred in defending the dispute. You authorize Foreman AI to charge your Card on File for these amounts pursuant to your §4.0 Card on File authorization.

4.3   Mandatory Internal Dispute Resolution Before Chargeback

• If you believe any charge is incorrect, you must contact us first at hello@foremanai.co within fifteen (15) calendar days of the charge. You agree to provide a detailed written explanation of the basis for your dispute and to cooperate in good faith to resolve it.
• Failure to dispute a charge within this 15-day period constitutes irrevocable acceptance and ratification of the charge.
• You may not file a chargeback, bank dispute, or payment reversal without first exhausting this internal dispute resolution process and allowing Foreman AI at least fifteen (15) business days to investigate and respond. Chargebacks filed without complying with this requirement are deemed to be in bad faith.

5. Acceptable Use

• No uploading unlawful, infringing, defamatory, or malicious content, and no violating third-party privacy, export control, or safety regulations.
• No interference with the Services' integrity or performance, including stress testing, automated scraping, or distribution of malware.
• No use for competitive analysis, to build or train a substantially similar service, to replicate Foreman AI workflows, or to misrepresent Foreman AI's output as your own manual work product without disclosure.
• You will not copy user interfaces, prompts, data models, or training corpora from the Services to develop a competing offering, assist a competitor, or benchmark for publication without our written consent.
• We may audit your use to confirm compliance, request remediation plans, and suspend or terminate accounts engaged in prohibited conduct.
• Anti-Circumvention & Model-Extraction Liquidated Damages. You will not (and will not permit any third party to) reverse engineer, decompile, scrape, extract, copy, distill, train on, mirror, or otherwise attempt to derive the source code, model weights, parameters, embeddings, prompts, training data, or learned representations of the Services. You will not use the Services to develop, train, or improve any competing or substantially similar AI product or service. You agree that any violation of this paragraph would cause Foreman AI irreparable harm for which monetary damages would be inadequate, and that Foreman AI is entitled to immediate injunctive relief without bond, in addition to liquidated damages of fifty thousand United States dollars ($50,000.00) per incident, plus any actual damages and Foreman AI's reasonable attorneys' fees and costs. The parties agree that this liquidated-damages amount is a reasonable, good-faith pre-estimate of the harm caused by model-extraction or competitive misuse and is not a penalty.
• Abusive Conduct. Foreman AI has zero tolerance for abusive, threatening, or harassing behavior directed at our staff, AI systems, or other users. Accounts engaged in such conduct may be terminated immediately without refund.

6. Intellectual Property

• Foreman AI and its licensors retain all right, title, and interest — including all intellectual property rights — in and to the Services, software, algorithms, models, documentation, user interfaces, designs, and all derivative works and improvements, including those made using aggregated, anonymized, or de-identified data.
• Feedback, suggestions, or feature requests you provide may be used by Foreman AI without restriction, compensation, attribution, or any obligation to you, and you hereby assign all right, title, and interest in such feedback to Foreman AI.
• Trade Secrets & Confidential Information. The Foreman AI model weights, model architectures, embeddings, parameters, fine-tuning data, training corpora, prompt libraries, retrieval-augmented generation indexes, ranking algorithms, system prompts, evaluation datasets, and the selection, structure, and curation of any of the foregoing (collectively, the “Foreman AI Trade Secrets”) constitute valuable trade secrets and Confidential Information of Foreman AI under the federal Defend Trade Secrets Act (18 U.S.C. §1836 et seq.), the Colorado Uniform Trade Secrets Act (Colo. Rev. Stat. §7-74-101 et seq.), and comparable laws. You will not access, attempt to access, derive, distill, mirror, reverse engineer, disclose, or use any Foreman AI Trade Secret except solely to use the Services as permitted by these Terms. Any violation entitles Foreman AI to immediate injunctive relief, the model-extraction liquidated damages set forth in Section 5, exemplary damages and attorneys’ fees under the DTSA where applicable, and all other remedies at law or in equity.
• Publicity rights. You grant Foreman AI a limited, royalty-free, non-exclusive license to use your company name, logo, and the fact that you are a Foreman AI customer in our marketing materials, website, sales presentations, investor materials, case studies, and customer lists. Enterprise customers under a signed order form may opt out of this publicity license by written notice to legal@foremanai.co.

7. Security & Availability

• We maintain administrative, technical, and physical safeguards aligned with construction-industry best practices, including logging, segmentation, and encryption in transit.
• You are responsible for securing your networks, endpoints, and access credentials, and for promptly revoking departed users.
• We will notify you of any unauthorized access to Customer Data as required by law and will cooperate on reasonable remediation steps.

8. DISCLAIMERS & LIMITATION OF LIABILITY

THE SERVICES, ALL AI-GENERATED OUTPUTS, REPORTS, TAKEOFFS, OVERLAYS, MATERIAL LISTS, COST ESTIMATES, AND ALL OTHER DELIVERABLES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FOREMAN AI AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS (COLLECTIVELY, THE "FOREMAN AI PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, COMPATIBILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

• TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE FOREMAN AI PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE FOREMAN AI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
• TO THE FULLEST EXTENT PERMITTED BY LAW, THE FOREMAN AI PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU ACTUALLY PAID TO FOREMAN AI FOR THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00 USD). THE FOREGOING LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN YOU AND FOREMAN AI, AND FOREMAN AI WOULD NOT PROVIDE THE SERVICES TO YOU WITHOUT THESE LIMITATIONS.
• Express Assumption of Risk. YOU EXPRESSLY ASSUME ALL RISK ASSOCIATED WITH THE USE OF, OR INABILITY TO USE, THE SERVICES AND ANY AI-GENERATED OUTPUT, INCLUDING WITHOUT LIMITATION THE RISK OF INACCURATE, INCOMPLETE, OUTDATED, MISLEADING, OFFENSIVE, INFRINGING, OR OTHERWISE OBJECTIONABLE OUTPUTS; THE RISK OF SERVICE INTERRUPTION, DATA LOSS, OR SECURITY INCIDENT; AND THE RISK THAT THE SERVICES ARE INCOMPATIBLE WITH YOUR EQUIPMENT, WORKFLOWS, OR BUSINESS NEEDS. THE LIMITATIONS AND ALLOCATIONS OF RISK IN THESE TERMS WILL APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND WILL SURVIVE TO THE MAXIMUM EXTENT PERMITTED BY LAW NOTWITHSTANDING ANY ALLEGATION OF NEGLIGENCE, GROSS NEGLIGENCE, OR INTENTIONAL CONDUCT (EXCEPT WHERE A SPECIFIC TYPE OF LIABILITY MAY NOT, AS A MATTER OF LAW, BE LIMITED OR WAIVED).

8.1   AI Output Accuracy — No Warranty

• The Services use artificial intelligence and machine learning technologies that are continuously improving but are inherently probabilistic and not infallible. All outputs — including but not limited to takeoffs, material lists, cost estimates, measurements, overlays, reports, and chat responses — may contain inaccuracies, omissions, hallucinations, or errors.
• YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, VERIFYING, AND VALIDATING ALL AI-GENERATED OUTPUTS BEFORE RELYING ON THEM FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO BIDDING, PROCUREMENT, CONSTRUCTION, OR ANY BUSINESS DECISION; (B) FOREMAN AI IS NOT A SUBSTITUTE FOR LICENSED PROFESSIONAL JUDGMENT, FIELD VERIFICATION, MANUAL ESTIMATION, OR PROFESSIONAL ENGINEERING; (C) YOU WILL NOT HOLD FOREMAN AI LIABLE FOR ANY DECISIONS, ACTIONS, LOSSES, OR DAMAGES ARISING FROM YOUR RELIANCE ON AI-GENERATED OUTPUTS WITHOUT INDEPENDENT VERIFICATION; AND (D) ANY CLAIM THAT AI-GENERATED OUTPUTS WERE INACCURATE, INCOMPLETE, OR UNSATISFACTORY DOES NOT ENTITLE YOU TO A REFUND, CREDIT, OR CHARGEBACK.
• NOTHING IN THE SERVICES CONSTITUTES THE PRACTICE OF ENGINEERING, ARCHITECTURE, LAND SURVEYING, LICENSED CONTRACTING, COST ESTIMATING, PROJECT MANAGEMENT, LEGAL ADVICE, OR ANY OTHER REGULATED OR LICENSED PROFESSION. THE SERVICES DO NOT REPLACE STAMPED ENGINEERED DRAWINGS, ARCHITECTURAL DRAWINGS, STRUCTURAL CALCULATIONS, CODE REVIEW, PERMIT REVIEW, FIELD SURVEYS, PROFESSIONAL TAKEOFFS, OR ANY OTHER LICENSED-PROFESSIONAL DELIVERABLE. YOU AGREE THAT YOU WILL NOT USE AI-GENERATED OUTPUTS AS THE SOLE OR PRIMARY BASIS FOR ANY DECISION INVOLVING STRUCTURAL, LIFE-SAFETY, CODE-COMPLIANCE, OR REGULATORY MATTERS WITHOUT INDEPENDENT REVIEW BY APPROPRIATELY LICENSED PROFESSIONALS.
• No Practice of Architecture, Engineering, or Surveying. Foreman AI is not licensed as an architect, professional engineer, structural engineer, MEP engineer, geotechnical engineer, civil engineer, land surveyor, building-code official, or any other regulated design professional in any state, territory, or jurisdiction, and the Services are not held out as the practice of any such profession. No output of the Services constitutes a stamped, sealed, signed, or certified design document, plan, calculation, specification, or opinion. You will not represent any output of the Services as the work of a licensed architect, engineer, or surveyor. You are solely responsible for engaging an appropriately licensed professional, in good standing in the relevant jurisdiction, to review, modify, stamp, and seal any document that any applicable law, code, ordinance, regulation, permit authority, lender, owner, or contract requires to be prepared, certified, or sealed by such professional. You indemnify the Foreman AI Parties from any claim, complaint, board proceeding, citation, civil penalty, or third-party action alleging unlicensed practice of architecture, engineering, surveying, or any related regulated profession arising from your use of the Services.
• No Practice of Law. Foreman AI is not a law firm or a lawyer-referral service, no attorney-client relationship is formed by your use of the Services, and no output of the Services constitutes legal advice, a legal opinion, or the practice of law in any jurisdiction. Outputs that resemble contracts, lien notices, mechanic’s liens, bond claims, change orders, demand letters, RFIs framed as legal claims, employment documents, releases, waivers, or any other quasi-legal instruments are drafting aids only and must be reviewed by a licensed attorney before reliance, signing, recording, filing, or service. You will not use the Services to provide legal services to third parties.
• No Job-Site Safety or OSHA Services. Foreman AI is not a Certified Safety Professional (CSP), Construction Health and Safety Technician (CHST), Safety Trained Supervisor in Construction (STSC), industrial hygienist, OSHA-authorized trainer, or competent person within the meaning of 29 C.F.R. Part 1926. The Services do not provide safety consulting, OSHA-compliance services, hazard assessments, exposure assessments, fall-protection plans, confined-space plans, lockout/tagout procedures, or any other safety service of any kind. Any reference to safety hazards, PPE, schedule durations, sequencing, or working conditions in the Services is informational only and must be independently verified by a qualified safety professional employed by you. You are solely and exclusively responsible for the safety of your workers, subcontractors, suppliers, visitors, and the general public at every job site. You indemnify the Foreman AI Parties from any claim by an injured worker, member of the public, family member, OSHA, or any other party alleging an unsafe condition or job-site injury.

8.2   Bidding, Estimating & Construction-Loss Waiver

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT BIDS, COST ESTIMATES, MATERIAL TAKEOFFS, QUANTITY TAKEOFFS, LABOR ESTIMATES, SCHEDULES, BUDGETS, AND ANY OTHER PRICING OR NUMERICAL OUTPUTS GENERATED BY THE SERVICES ARE PRELIMINARY ESTIMATES ONLY, ARE NOT GUARANTEED IN ANY RESPECT, AND ARE PROVIDED FOR YOUR INTERNAL USE AS A STARTING POINT THAT MUST BE INDEPENDENTLY VERIFIED, CORRECTED, AND ADJUSTED BY A QUALIFIED HUMAN ESTIMATOR BEFORE BEING USED FOR ANY EXTERNAL PURPOSE, INCLUDING WITHOUT LIMITATION SUBMITTING A BID, ENTERING INTO A CONTRACT, ORDERING MATERIALS, OR PRICING WORK FOR A CUSTOMER, GENERAL CONTRACTOR, OWNER, OR PUBLIC AGENCY.

• No Bid Guarantee. Foreman AI makes no representation, warranty, or guarantee, express or implied, that any bid, estimate, takeoff, quantity, unit cost, labor hour, schedule duration, or other numerical output is accurate, complete, current, suitable for any specific project, or sufficient to win, perform, or profit from any contract or scope of work.
• Customer Bears All Bid Risk. You acknowledge that bidding and estimating are inherently risk-bearing activities; that final pricing depends on countless project-specific factors that the Services cannot fully model (including but not limited to local labor markets, current material prices, site conditions, soil, weather, schedule, financing, taxes, bonding, insurance, change orders, code interpretations, owner preferences, and subcontractor availability); and that the Customer (not Foreman AI) is the construction professional responsible for evaluating those factors and adjusting any AI-generated number before submitting it externally.
• Express Waiver of Construction-Loss Claims. YOU EXPRESSLY WAIVE, RELEASE, AND DISCHARGE THE FOREMAN AI PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION OF EVERY KIND — WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE TO THE FULLEST EXTENT PERMITTED BY LAW), STATUTE, OR ANY OTHER LEGAL THEORY — ARISING OUT OF OR RELATED TO: (A) THE COST DIFFERENCE BETWEEN A BID, ESTIMATE, OR TAKEOFF GENERATED BY THE SERVICES AND THE ACTUAL COST OF PERFORMING THE WORK; (B) A BID YOU SUBMITTED THAT WAS TOO LOW, TOO HIGH, INCOMPLETE, OR OTHERWISE COMMERCIALLY UNFAVORABLE; (C) MATERIAL QUANTITIES THAT TURNED OUT TO BE INCORRECT IN THE FIELD; (D) SCHEDULES, DURATIONS, OR PRODUCTIVITY ESTIMATES THAT DID NOT MATCH ACTUAL PERFORMANCE; (E) LOST PROFIT, LOST OPPORTUNITY, LIQUIDATED DAMAGES, BACK-CHARGES, REWORK, OR ANY OTHER DOWNSTREAM CONSTRUCTION OR FINANCIAL LOSS; (F) THIRD-PARTY CLAIMS BY OWNERS, GENERAL CONTRACTORS, SUBCONTRACTORS, INSURERS, OR SURETIES ARISING FROM YOUR USE OF AI-GENERATED OUTPUTS; OR (G) ANY DECISION YOU MADE OR DECLINED TO MAKE IN RELIANCE ON THE SERVICES.
• Indemnity for Downstream Bid Disputes. You will defend, indemnify, and hold harmless the Foreman AI Parties from and against any third-party claim, demand, suit, or proceeding (including reasonable attorneys' fees) brought by an owner, general contractor, subcontractor, lender, surety, bonding company, insurer, public agency, or any other third party arising out of or related to a bid, estimate, takeoff, or scope you submitted, signed, sealed, or otherwise externalized that incorporated or was derived in whole or in part from outputs of the Services.
• Pre-Use Verification Acknowledgment. Each time you use the Services to generate a bid, estimate, takeoff, or any other numerical output that you intend to use externally, you are deemed to have independently verified that output, accepted full responsibility for it, and released the Foreman AI Parties from any liability for its content, regardless of whether you actually performed the verification. The Services' status as an AI-assisted estimating tool is conspicuously disclosed throughout the product.

9. Digital Service Delivery & Acceptance

• Immediate Delivery of Digital Services. The Services are entirely digital in nature and are delivered electronically in real time. Service delivery is deemed complete and accepted upon the occurrence of any one of the following: (a) you log in to or access the platform; (b) you send any message or interact with the AI in any way; (c) you upload any file, plan, or document; (d) the AI generates any response, report, takeoff, table, overlay, or other output for you; (e) you export, download, save, or view any output; or (f) any other interaction that demonstrates access to or use of the Services. A single interaction constitutes full delivery of the Services for the applicable billing period.
• Waiver of Right of Withdrawal. Because the Services involve the supply of digital content and on-demand AI processing that begins immediately upon your request, you expressly consent to the immediate performance of the Services and acknowledge that you thereby waive and forfeit any statutory or contractual right of withdrawal, cooling-off period, or cancellation right for the applicable billing period once you begin using the Services. This waiver is given knowingly and voluntarily at the time of purchase.
• Comprehensive Usage Records. Foreman AI maintains detailed, immutable, server-side, timestamped records of all interactions with the Services, including without limitation: every message sent and received, every AI output generated, every file uploaded and downloaded, every report and PDF created, every overlay rendered, every feature and tool accessed, every login and session event, and every API call made. These records constitute conclusive evidence of service delivery and usage and may be used in any billing dispute, chargeback proceeding, arbitration, litigation, or other legal proceeding.
• Acknowledgment of Value Received. You acknowledge that the value of the Services lies in the AI-powered analysis, outputs, and capabilities provided during each session and billing period — not merely in the final deliverables. Each prompt, analysis, and interaction consumes computational resources and constitutes delivered value, regardless of whether you found the particular output satisfactory.

10. User Responsibility for Setup, Configuration & Onboarding

• Mandatory Onboarding Steps. Certain features of the Services — including but not limited to Desktop Connect (local file bridge), integrations, overlay tools, local file access, sheet navigation, and export functions — require you to complete setup and configuration steps on your end. We provide detailed setup instructions via onboarding email, in-product guidance, documentation, and/or live support. You are solely and exclusively responsible for completing these setup steps.
• No Refund for Incomplete Setup. If you fail, refuse, or neglect to complete required setup or onboarding steps — including downloading and running the Desktop Connect installer, configuring integrations, or following instructions provided to you — certain features may be unavailable or may not perform as intended. You expressly acknowledge and agree that: (a) the unavailability of features due to your failure to complete user-side configuration does not constitute a defect, failure, breach, or nonperformance by Foreman AI; (b) such unavailability does not entitle you to any refund, credit, chargeback, or claim of any kind; and (c) you waive all claims against Foreman AI arising from or related to features that were unavailable due to your own failure to configure them.
• Duty to Seek Support Before Filing Disputes. If you experience difficulty with any setup, configuration, or feature, you agree to contact us at hello@foremanai.co for assistance before concluding that the Services are defective, non-functional, or unsatisfactory. Failure to seek available support before filing a chargeback, negative review, or legal claim may be considered evidence of bad faith.
• Onboarding Records. We maintain records of all onboarding communications sent to you, including emails with setup instructions, timestamps of when instructions were delivered, and records of whether linked resources were accessed. These records may be used as evidence in any dispute.

11. Term & Termination

• Either party may terminate for material breach if the other party fails to cure within 30 days of written notice; we may suspend or terminate immediately and without notice for violations of law, security incidents, filing of chargebacks, abusive conduct, or unpaid invoices.
• Cancellation by You. You may cancel your subscription at any time by contacting us at hello@foremanai.co or through your account settings. Cancellation takes effect at the end of the current billing period. All fees paid for the current and all prior billing periods are non-refundable. You will retain access to the Services through the end of the period for which you have paid, unless your account is terminated for breach.
• Termination by Us for Breach. If we terminate your access due to a violation of these Terms — including but not limited to filing a chargeback, violating acceptable use policies, engaging in abusive or threatening conduct, or any other material breach — you will not be entitled to any refund, credit, pro-rated return of fees, or access to any data, outputs, or deliverables. All rights granted to you under these Terms will immediately and automatically terminate.
• Effect of Termination. Upon termination or expiration for any reason: (a) all rights and licenses granted to you under these Terms immediately cease; (b) you must immediately stop using the Services; (c) we may, at our sole discretion, delete your Customer Data and all associated outputs, reports, and project files per our retention schedule, subject to legal hold obligations. You may request export of Customer Data within 30 days of termination only if your account is in good standing and was not terminated for breach.
• Survival. Sections 4 (Fees & No-Refund Policy), 5 (Acceptable Use), 6 (Intellectual Property), 8 (Disclaimers & Limitation of Liability), 9 (Digital Service Delivery), 10 (User Responsibility), 12 (Indemnification), 13 (Dispute Resolution), and 14 (Miscellaneous) will survive any termination or expiration of these Terms.

12. Indemnification

• TO THE FULLEST EXTENT PERMITTED BY LAW, YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE FOREMAN AI PARTIES FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, SETTLEMENTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES, EXPERT FEES, AND COURT COSTS) ARISING OUT OF OR RELATED TO: (A) YOUR CUSTOMER DATA; (B) YOUR USE OF THE SERVICES IN VIOLATION OF THESE TERMS OR APPLICABLE LAW; (C) YOUR RELIANCE ON AI-GENERATED OUTPUTS WITHOUT INDEPENDENT VERIFICATION; (D) ALLEGATIONS THAT YOUR CONSTRUCTION OUTPUTS OR DOWNSTREAM DELIVERABLES INFRINGE OR MISAPPROPRIATE A THIRD PARTY'S RIGHTS; (E) YOUR FILING OF A FRAUDULENT OR BAD-FAITH CHARGEBACK OR PAYMENT DISPUTE; OR (F) YOUR BREACH OF ANY REPRESENTATION OR WARRANTY IN THESE TERMS.
• We will promptly notify you of any claim and provide reasonable cooperation at your expense; you may not settle any matter without our written consent if it imposes an obligation or admission on Foreman AI.

13. Dispute Resolution, Arbitration & Class Action Waiver

• Informal Resolution First. Before initiating any formal legal proceeding, you agree to first contact us at hello@foremanai.co and attempt to resolve the dispute informally for at least thirty (30) days. You agree to participate in good faith in at least one settlement conference if requested by either party during this period.
• Binding Arbitration. If the dispute cannot be resolved informally, it will be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration will be conducted in El Paso County, Colorado, before a single arbitrator mutually agreed upon. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The arbitrator shall have the authority to award any relief that a court could award, except that the arbitrator may not award relief on behalf of anyone who is not a party to the arbitration.
• Delegation of Arbitrability. The arbitrator — not any court — shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, scope, or formation of this arbitration agreement, including without limitation any claim that all or any part of this arbitration agreement is void, voidable, unconscionable, or otherwise unenforceable. This delegation provision is severable from the rest of this arbitration agreement and survives any finding that the rest of this arbitration agreement is unenforceable. See Henry Schein, Inc. v. Archer & White Sales, Inc., 586 U.S. 63 (2019).
• Mass-Arbitration Protocol. If twenty-five (25) or more individual arbitration demands of substantially similar nature are filed against Foreman AI by or with the coordination, encouragement, or assistance of the same law firm or coordinated group of counsel within any rolling sixty (60) day period ("Mass Arbitration"), the following procedure will apply: (a) the claims will be batched into staged groups of no more than ten (10) claims each; (b) AAA will appoint a single "bellwether" arbitrator to hear an initial bellwether group of ten (10) claims selected by the parties (five chosen by claimants' counsel, five by Foreman AI); (c) no AAA filing fees, administrative fees, or arbitrator compensation will be due on the remaining batched claims until each prior batch has reached final award; (d) the parties will engage in good-faith global-resolution mediation between batches; and (e) the one-year statute of limitations is tolled for the unfiled batched claims only during the pendency of the prior batches. This protocol is intended to prevent abusive coordinated mass-filing tactics and to allow good-faith resolution; it is not a denial of the right to arbitrate.
• CLASS ACTION AND JURY TRIAL WAIVER. YOU AND FOREMAN AI AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. YOU AND FOREMAN AI EXPRESSLY AND IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL. This waiver is made knowingly and voluntarily.
• Pre-Filing Claim-Specificity Requirement. Any arbitration demand or court complaint you file against Foreman AI must (a) identify the specific provision of these Terms allegedly breached, (b) identify with particularity the conduct, transaction, charge, or output alleged to constitute the breach (including dates, dollar amounts, message IDs, and Stripe charge IDs where applicable), (c) attach the documentary evidence on which the claim is based, and (d) state the specific monetary or equitable relief sought. A demand or complaint that fails to satisfy these requirements is subject to immediate dismissal, and you agree to pay Foreman AI liquidated damages of five thousand United States dollars ($5,000.00) for each non-compliant filing in addition to Foreman AI's costs and attorneys' fees of obtaining the dismissal. The parties agree this amount is a reasonable estimate of the cost imposed by vague or fishing-expedition filings.
• Equitable Relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property, confidential information, or to prevent irreparable harm, without the necessity of posting bond or proving actual damages.
• Prevailing Party Fees. In any arbitration, litigation, or legal proceeding arising out of or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert fees, and costs from the non-prevailing party, together with all AAA filing and administrative fees, arbitrator compensation, deposition costs, court reporter and transcription fees, travel costs, and any bond premiums or cost deposits paid in connection with the proceeding. The arbitrator (or court, as applicable) shall include such amounts in the final award without need for separate motion practice.
• Statute of Limitations & No Tolling. You agree that any claim or cause of action arising out of or related to the Services or these Terms must be filed within one (1) year after the claim arose, or it is permanently barred. The parties agree that no informal communication, settlement discussion, internal-resolution process, or other pre-arbitration activity shall toll, suspend, extend, or otherwise affect the running of this one-year limitations period.
• Confidentiality of Proceedings. Except as necessary to enforce an award or as required by law, you and Foreman AI agree to keep strictly confidential the existence, content, evidence, witnesses, briefs, and outcome of any arbitration, mediation, or legal proceeding arising out of or related to these Terms. Public disclosure (including without limitation press, social media, review sites, regulatory complaints filed for the purpose of public shaming rather than legitimate redress, or any other publication) of confidential proceeding information constitutes a material breach of these Terms and entitles the non-breaching party to liquidated damages of ten thousand United States dollars ($10,000.00) per incident, in addition to injunctive relief and all other remedies.
• Covenant Not to Sue Outside Arbitration. You covenant and agree that you will not file, commence, join, or participate in any judicial proceeding, class action, collective action, representative action, or government-agency action against Foreman AI other than (i) an arbitration commenced in accordance with this Section, or (ii) the narrow equitable-relief carve-out above. Any action filed in violation of this covenant shall be subject to immediate dismissal or stay, and you will pay all of Foreman AI's costs, attorneys' fees, and expenses incurred in obtaining such dismissal or stay.
• No Third-Party Beneficiaries; Insurer & Affiliate Claims Bound. These Terms are for the sole benefit of you and Foreman AI. No third party (including without limitation your employees, contractors, subcontractors, owners, lenders, sureties, customers, spouses, family members, or any other person or entity claiming through or under you) has any right to enforce these Terms or to assert any claim against Foreman AI arising out of or related to the Services, your use of the Services, or any output thereof. Any such claim that is nonetheless asserted is subject to and bound by the arbitration, jury-waiver, class-waiver, limitation-of-liability, venue, governing-law, prevailing-party-fees, and all other defensive provisions of these Terms, including without limitation any claim by your insurer, surety, or bonding company by way of subrogation, assignment, indemnity, or contribution. You agree to (and will cause your insurers, sureties, and bonding companies to) waive any right of subrogation against the Foreman AI Parties.
• Insurance. If you use the Services in connection with construction projects, bidding, estimating, or any commercial activity, you will maintain at all times during your use of the Services (i) commercial general liability insurance of not less than $1,000,000 per occurrence / $2,000,000 aggregate, and (ii) any professional liability, builders risk, or other insurance customary for your business. You will provide a certificate of insurance upon Foreman AI's request. Failure to maintain insurance is not a basis for any claim against Foreman AI.

14. Miscellaneous

• Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
• Exclusive Jurisdiction. Subject to the arbitration provision above, any disputes will be resolved exclusively in the state or federal courts located in El Paso County, Colorado, and each party irrevocably consents to the personal and exclusive jurisdiction of those courts and waives any objection based on inconvenient forum.
• Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without Foreman AI's prior written consent. Foreman AI may freely assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
• Entire Agreement; Integration; Parol Evidence. These Terms, together with any order forms and supplemental agreements expressly referenced herein, constitute the complete, final, and exclusive statement of the agreement between you and Foreman AI with respect to the Services and supersede all prior and contemporaneous agreements, proposals, communications, representations, warranties, demonstrations, marketing materials, sales statements, website content, chat messages, and any other extra-contractual statements, written or oral. No extrinsic, parol, or course-of-dealing evidence shall be admissible in any arbitration, court, or proceeding to vary, contradict, supplement, or interpret these Terms beyond their plain language. Any amendment must be in writing and signed by an authorized officer of Foreman AI (electronic acceptance of an updated version posted by Foreman AI counts as such a signed writing by Foreman AI; your continued use after the effective date counts as your acceptance).
• Severability & Judicial Reformation. If any provision of these Terms is held to be invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, that provision shall be reformed, modified, and given effect to the maximum extent permitted by applicable law so as to most closely reflect the parties' original intent, and only that portion which is invalid, illegal, or unenforceable shall be eliminated. All remaining provisions shall continue in full force and effect. The parties expressly direct any court or arbitrator to "blue-pencil" or otherwise reform any provision rather than strike it in its entirety.
• Waiver of Unknown Claims. You expressly waive and release any and all claims you may have against Foreman AI that you do not know or suspect to exist in your favor at the time of releasing the claims, which if known would have materially affected your decision to release them. You hereby knowingly and voluntarily waive the protections of California Civil Code §1542 (“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release…”) and any similar statute, rule, or doctrine in any other jurisdiction, including without limitation similar provisions of Colorado, Texas, North Dakota, South Dakota, and Montana law.
• No Reliance. You acknowledge that you have not relied on any representation, promise, warranty, or statement — whether oral, written, in marketing materials, on the website, in chat, by salespeople, or otherwise — that is not expressly set forth in these Terms. Any such extra-contractual statement is superseded and disclaimed.
• Government-Funded Projects. You represent that you are not using the Services in connection with any federal, state, or local government contract, grant, or cooperative agreement subject to (i) the Federal Acquisition Regulation (FAR) including FAR 52.227-14 and 52.227-19, (ii) DFARS or any agency supplement, (iii) the False Claims Act (31 U.S.C. §3729 et seq.), (iv) the federal Service Contract Act, (v) Davis-Bacon, (vi) Buy American, (vii) any state-level public-procurement statute, or (viii) any other government-contract flowdown, without a separate written agreement signed by an authorized officer of Foreman AI. Any use of the Services in connection with a government-funded project in violation of this paragraph is at your sole risk; Foreman AI disclaims all flow-down obligations and you indemnify the Foreman AI Parties from any claim, audit finding, qui tam action, suspension, debarment, or False Claims Act exposure arising from such use.
• No Waiver. Foreman AI's failure or delay in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof, nor will any single or partial exercise preclude any other or further exercise of that right or the exercise of any other right.
• Modifications. We may update these Terms at any time by posting the revised version with a new effective date. Material changes will be communicated via email or in-product notice at least 30 days before they take effect. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms.
• Notices. All notices to Foreman AI must be sent to hello@foremanai.co. Notices to you will be sent to the email address associated with your account and are effective when sent.
• Force Majeure. Neither party will be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government orders, internet or infrastructure failures, or third-party service outages.
• Export Controls & Economic Sanctions; Geographic Restrictions. The Services, related software, and any technology made available are subject to U.S. export-control laws and regulations, including without limitation the Export Administration Regulations (EAR, 15 C.F.R. Parts 730–774) administered by the U.S. Department of Commerce, and the economic sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). You represent and warrant that (a) you are not located in, ordinarily resident in, or organized under the laws of any country, region, or territory that is the subject of comprehensive U.S. sanctions (including without limitation Cuba, Iran, North Korea, Syria, the Crimea region, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and any other comprehensively sanctioned region); (b) you are not listed on, and are not 50% or more owned or controlled by any person or entity listed on, the OFAC Specially Designated Nationals and Blocked Persons (SDN) List, the U.S. Commerce Department’s Denied Persons List, Entity List, or Unverified List, the U.S. State Department’s Debarred List, or any equivalent restricted-party list maintained by the U.S. government, the United Nations, the European Union, the United Kingdom, or any other applicable government; and (c) you will not use, export, re-export, transfer, or make the Services available to any such country, region, or restricted party, or for any end use prohibited by U.S. export-control or sanctions law (including without limitation any nuclear, chemical, biological, missile, or military-intelligence end use). Foreman AI may suspend or terminate your account immediately and without notice if it determines, in its sole discretion, that your use violates this provision, and any such suspension or termination is without refund or other remedy to you.
• Aggregated Pricing Data — Antitrust Safe Harbor. Any aggregated, anonymized, or de-identified pricing, cost, productivity, schedule, or benchmark data that Foreman AI publishes, licenses, sells, or otherwise distributes is provided strictly as historical, backward-looking market information for general informational purposes. Such data is (a) lagged by at least thirty (30) days from the date of underlying collection, (b) aggregated across data contributed by five (5) or more distinct providers per data point or geography, (c) anonymized so as not to identify any specific contributor, project, or customer, and (d) not a price recommendation, suggested bid, target margin, signal of competitor pricing, or invitation to align pricing among competitors. Each recipient of such data is solely responsible for setting its own prices independently and in accordance with applicable antitrust and competition laws. Foreman AI disclaims any agency, conspiracy, hub-and-spoke, or facilitator role in any pricing decision made by any user, and you indemnify the Foreman AI Parties from any antitrust or competition-law claim asserted against the Foreman AI Parties arising from your independent pricing decisions or your use of the data in a manner inconsistent with this paragraph.
• Communications Consent. By providing your email address, telephone number, or other contact information, you expressly consent to receive operational, transactional, billing, security, support, account, and product communications from Foreman AI by email, in-product notification, and (where you have provided a mobile number) SMS / text message. Standard message and data rates may apply. You may opt out of non-essential marketing communications at any time using the unsubscribe link in any marketing email or by replying STOP to any marketing text; you cannot opt out of essential transactional or security communications while your account remains active. You agree that any SMS communications sent under this consent comply with the Telephone Consumer Protection Act (TCPA, 47 U.S.C. §227), and you waive any TCPA, state-mini-TCPA, or similar claim arising from communications sent under this Section.
• Equitable Remedies Limited. Notwithstanding anything to the contrary, you agree that you will not seek, and no arbitrator or court shall grant, any injunction, specific performance, mandatory operation, restoration-of-account, restoration-of-data, or similar equitable relief that would require Foreman AI to operate, restore, reinstate, host, support, or continue providing the Services or any account, output, or data to you. Your sole and exclusive remedies for any breach by Foreman AI are limited to (i) export of your Customer Data in accordance with Section 11 and (ii) the monetary remedies available subject to the limitation of liability in Section 8.
• No Most-Favored-Nation; No Parity. Foreman AI does not grant, and these Terms do not contain, any most-favored-nation, most-favored-customer, price-parity, terms-parity, feature-parity, or similar commitment. Foreman AI may offer different prices, features, beta access, support levels, or contractual terms to different customers in its sole discretion. No such commitment binds Foreman AI unless expressly stated in a written enterprise order form signed by an authorized officer of Foreman AI.
• Electronic Signatures, Records & Click-to-Accept. You expressly consent to (a) the use of electronic signatures, electronic records, and electronic communications for these Terms and any related notices, agreements, or disclosures; and (b) the legal sufficiency of your acceptance of these Terms by clicking, checking, or otherwise indicating your assent through the Foreman AI signup flow, paywall modal, or any in-product checkbox. You acknowledge and agree that such electronic acceptance constitutes a valid, binding, and enforceable signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §7001 et seq.), the Uniform Electronic Transactions Act (UETA) as adopted in Colorado and other applicable jurisdictions, and any other applicable electronic-signature law. Foreman AI's server-side records of your acceptance event — including the timestamp, IP address, user-agent string, and the version of these Terms in effect at the moment of acceptance — constitute conclusive evidence of your agreement to these Terms for all purposes, including any chargeback, dispute, arbitration, or litigation.
• Acknowledgment of Pricing & Auto-Renewal Disclosure. By creating an account, starting a free trial, or making a payment, you specifically acknowledge that, prior to providing your payment method, you were shown a paywall or checkout interface that clearly and conspicuously displayed (i) the price of the selected plan, (ii) the duration of any free trial, (iii) the conversion event by which the trial becomes a paid subscription, (iv) the recurring nature of the subscription, and (v) the availability of one-click cancellation at any time. You acknowledge that this disclosure satisfies the requirements of the Restore Online Shoppers' Confidence Act (ROSCA, 15 U.S.C. §8401 et seq.), the FTC Negative Option Rule (16 C.F.R. Part 425), the FTC's "Click-to-Cancel" framework, and any applicable state automatic-renewal statute (including but not limited to Cal. Bus. & Prof. Code §17602, N.Y. Gen. Bus. Law §527-a, and Colo. Rev. Stat. §6-1-732). You waive any claim that the disclosure was inadequate, that the auto-renewal was not clearly presented, or that the cancellation mechanism was not reasonably available.