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.
• 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.

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.

3. Customer Data & Confidentiality

• You retain ownership of all plans, documents, and data you upload ("Customer Data").
• We process Customer Data solely to provide, secure, maintain, and improve the Services or as required by law; we do not sell Customer Data.
• 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.

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.

4.1   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, 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; OR (F) 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.

4.3   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.
• 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.

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.

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.

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 Denver 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.
• 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.
• 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.
• Statute of Limitations. 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.

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 Denver 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. These Terms, together with any order forms and supplemental agreements referenced herein, constitute the entire agreement between you and Foreman AI with respect to the Services and supersede all prior and contemporaneous agreements, proposals, and communications, written or oral.
• Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
• 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.