D³ Customer Agreement – Roof.education

Effective Date: October 18, 2026
Last Updated: October 18, 2026
Version: 1.0

This D³ Customer Agreement (this “Agreement“) is a binding contract between Roof dot Education, LLC, a Virginia limited liability company (“roof.education,” “we,” “us,” or “our“), and the person or entity that accepts this Agreement or uses the Service (“Customer,” “you,” or “your“). If you accept this Agreement on behalf of a company or other organization, you represent that you have authority to bind it, and “Customer” means that organization.

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS DISCLAIMERS OF WARRANTIES (SECTION 9), A LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES (SECTION 10), YOUR INDEMNITY OBLIGATIONS (SECTION 11), AND A BINDING ARBITRATION AGREEMENT WITH A CLASS ACTION WAIVER AND JURY TRIAL WAIVER (SECTION 16). By clicking “I agree,” creating an account, or accessing or using the Service, you agree to this Agreement (see Section 19.11). If you do not agree, do not use the Service.

1. Definitions

1.1 “Service” means the D³ commercial roofing software application, including its Modules, websites, web and mobile applications, software, features, AI-assisted functions, templates, databases, documentation, and related support, as we make them available from time to time. The App is currently available at d3.roof.education.

1.2 “Modules” means the functional components of the Service, currently Estimator, Project Manager, CAD Drafter, and Spec Reader, as described in Section 2.6.

1.3 “Customer Data” means all data, files, drawings, plans, specifications, addenda, photographs, measurements, project information, pricing, labor rates, and other content that you or your Users enter into, upload to, or otherwise provide through the Service.

1.4 “Output” means any quantity takeoff, measurement, area or perimeter calculation, bill of materials, material list, waste factor, labor estimate, price, cost, proposal, estimate, schedule, project record, drawing, detail, specification report, Quote Request sheet, summary, recommendation, or other result generated, suggested, or displayed by the Service for you, whether or not edited by you, and whether generated by our software, by an artificial intelligence model, or by both. Spec Reader “Reports” are Output.

1.5 “AI Features” means features of the Service that use machine learning or large language models, including models provided by third parties such as xAI (Grok), to analyze Customer Data or generate Output.

1.6 “Third-Party Data” means data, content, or information that we do not create and that comes from third parties, including manufacturer product data, specifications, system approvals, installation instructions, warranty terms, supplier or distributor pricing, cost indexes, mapping or aerial imagery, weather data, and code references.

1.7 “Users” means your employees, contractors, and other individuals whom you authorize to access the Service under your account.

1.8 “Order” means any online sign-up, plan or add-on selection, order form, or invoice that identifies the plan, Modules, fees, and subscription term for your use of the Service.

1.9 “Free Plan” means any free, trial, beta, preview, evaluation, or other no-charge access to the Service.

1.10 “Spec Reader Terms” means the Spec Reader Terms of Service and License Agreement at https://www.roof.education/spec-reader-terms/.

2. Access to the Service

2.1 Right to Use. Subject to your compliance with this Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term for your Users to access and use the Modules included in your Order for your internal business purposes.

2.2 Business Use Only. The Service is intended for use by roofing contractors, estimators, and other construction-industry businesses and professionals. It is not intended for personal, family, or household use. You represent that you are using the Service for business purposes.

2.3 Accounts. Users sign in with Google sign-in or an access code that we provide. Your company administrator (“Admin“) controls which Users can access each Module and certain settings in Platform Admin. You are responsible for all activity under your account, for keeping login credentials confidential, and for your Users’ compliance with this Agreement. Notify us promptly at admin@roof.education of any unauthorized use.

2.4 Changes to the Service. We may modify, add, or remove features, AI models, data sources, or functionality at any time. We will use reasonable efforts to give notice of material reductions in core functionality for paid plans.

2.5 Free Plans and Beta Features. Free Plans and features labeled beta, preview, or experimental are provided for evaluation, may be changed or discontinued at any time without notice, and are subject to the liability cap for Free Plans in Section 10.3.

2.6 Modules and Plans. (a) Estimator and Project Manager are licensed together: one D³ license covers both. (b) CAD Drafter is a separate paid add-on and is available only if your Order includes it. (c) Spec Reader is included in full D³ plans. It is also marketed separately as the entry-level D³ product under the Spec Reader Terms, which supplement this Agreement for Spec Reader. (d) A Spec Reader account may be upgraded in place to a full D³ plan, or to D³ with CAD Drafter, keeping the same login, Users, and saved data. The new plan’s fees apply from the effective date of the upgrade, and upgrade charges are prorated for the remainder of the current billing period. Downgrades take effect at the start of your next billing cycle. If you downgrade or cancel, Modules you no longer pay for become unavailable at that time, and your data is retained and deleted only as described in Sections 6.5 and 14.4. (e) The number of Users and any usage limits are stated in your Order.

2.7 Account Approval; Right to Refuse Service. We may review, verify, approve, or refuse any registration, account, Order, upgrade, or renewal, and we may refuse to provide, or stop providing, the Service to any person or entity at our sole discretion for any lawful reason, including competitive concerns. For example, we may decline registrations from certain locations. We may ask for information to verify a registration or Order. If we end your paid subscription under this Section for our convenience, and not because of your breach or a misrepresentation under Section 14.6, we will refund on a pro rata basis any prepaid fees for the unused portion of your current paid term. This refund is your sole remedy for that termination.

2.8 Your Account Information and Authority. You represent and warrant that: (a) all registration and account information you or your Users provide, including your legal company name, business location and address, contact name, role or title, email address, and industry, is accurate and complete; (b) you will keep that information current and update it promptly if it changes; (c) you are registering and using the Service for your own business and not on behalf of any undisclosed person or entity; and (d) the individual who accepts this Agreement is authorized to bind the company or organization named in the account.

3. Nature of the Service and Output: Estimates and Informational Output Only

3.1 Software Tool Only. The Service is a software tool that helps you prepare preliminary roofing estimates, organize projects, draft roof plans and details, and review specifications more efficiently. ESTIMATOR OUTPUT IS AN ESTIMATE ONLY, AND ALL OTHER OUTPUT IS INFORMATIONAL ONLY. Output is approximate, may be incomplete or inaccurate, and is not a guarantee of any quantity, measurement, material requirement, cost, price, labor requirement, schedule, design, specification requirement, or project result.

3.2 Module-Specific Output. Without limiting Section 3.1: (a) Project Manager schedules, logs, and records are organizational aids and do not replace your contract, schedule, or notice obligations; (b) CAD Drafter drawings and details are drafting aids only, are not engineered, stamped, sealed, or shop drawings, and must be checked against the contract documents, field conditions, and manufacturer requirements; and (c) Spec Reader Reports reflect only the documents you upload, mark items not found as “NEEDS INPUT,” are not a substitute for the contract documents, and must be verified against them, as further described in the Spec Reader Terms.

3.3 No Professional Advice. We are not a licensed professional engineer, architect, contractor, building code official, inspector, surveyor, insurance adjuster, attorney, or estimator for your projects, and we do not provide professional services through the Service. OUTPUT IS NOT, AND MUST NOT BE USED AS, PROFESSIONAL ENGINEERING, ARCHITECTURAL, STRUCTURAL, WIND-UPLIFT, FIRE-RATING, DRAINAGE, ENERGY-CODE, BUILDING-CODE COMPLIANCE, LEGAL, CONTRACT-INTERPRETATION, INSURANCE, OR BID ADVICE. No Output is a design, a code-compliance determination, a certification, a stamped or sealed document, or a substitute for the contract documents, a manufacturer’s written requirements, or the judgment of a qualified professional.

3.4 You Must Independently Verify Everything. Before relying on any Output for any purpose, you must independently review and verify it, including all measurements, roof areas, perimeters, penetrations, flashing and edge details, slopes, insulation thicknesses and R-values, tapered layouts, attachment and fastening patterns, material quantities, waste factors, product selections, system compatibility, specification requirements and addenda, manufacturer requirements, warranty eligibility, applicable building codes and standards, labor assumptions, taxes, freight, and all pricing. You must confirm all of the foregoing against the complete and current project and contract documents, field conditions, current manufacturer literature, current supplier quotes, and applicable law, and must obtain review by qualified licensed professionals where required.

3.5 Output Depends on Inputs. Output is generated from Customer Data and Third-Party Data. Errors, omissions, low-quality scans, outdated plans, incorrect scales, missing addenda, or incomplete information in the inputs will produce errors in the Output. We do not verify the accuracy of Customer Data.

3.6 Edits Are Your Responsibility. The Service allows you to edit Output. You are solely responsible for any edits you make and for the final content of any estimate, proposal, bid, drawing, Quote Request, or other document you prepare, whether or not you use, change, or rely on Output.

4. Customer Responsibility for Decisions

4.1 You Make All Decisions. You are solely responsible for every decision you make, and for every action you take or do not take, in connection with any project, including: (a) whether and how much to bid; (b) the content, pricing, scope, inclusions, and exclusions of any bid, proposal, or quote; (c) entering into, performing, or modifying any contract or subcontract; (d) ordering, purchasing, returning, or storing materials; (e) staffing, scheduling, and labor; (f) product and system selection; (g) design, engineering, and code compliance; and (h) installation methods, workmanship, safety, and warranty registration.

4.2 No Reliance. You will not rely on Output as the sole basis for any bid, contract, purchase, or installation decision, and any [REDACTED] on Output is at your own risk.

4.3 Your Customers and Third Parties. We have no contract with, and owe no duty to, your customers, owners, general contractors, design professionals, suppliers, sureties, insurers, or other third parties. If you provide any Output (or any document derived from Output) to a third party, you do so on your own behalf and are solely responsible for it, and you must not represent that we have reviewed, approved, or warranted it.

4.4 Safety and Compliance. You are solely responsible for jobsite safety, compliance with OSHA and other safety requirements, licensing requirements, permits, inspections, and all laws applicable to your business and projects.

5. AI Features and Third-Party Data

5.1 AI Limitations. AI Features use probabilistic technology, including third-party models such as Grok provided by xAI. AI-GENERATED OUTPUT MAY BE INACCURATE, INCOMPLETE, INCONSISTENT, OUTDATED, OR ENTIRELY FABRICATED (“HALLUCINATED”), EVEN WHEN IT APPEARS CONFIDENT, DETAILED, CITED, OR PLAUSIBLE. AI Features may misread drawings or specifications, misidentify roof components, miscount items, apply wrong units or scales, invent products, specifications, prices, code sections, or manufacturer requirements, or produce different results from the same inputs.

5.2 AI Controls. Your Admin can turn AI Features on or off using the Platform Admin Grok switch, including for Spec Reader. The Spec Reader Terms describe its default setting and what is sent to the AI provider.

5.3 Third-Party AI Providers. We do not control and are not responsible for the performance, availability, accuracy, content policies, or changes of third-party AI models or providers. We may change AI providers or models at any time. Your use of AI Features may also be subject to applicable third-party usage policies, which we will make available on request.

5.4 Third-Party Data. The Service may include or reference Third-Party Data, including manufacturer product data and pricing. We do not create, control, verify, or guarantee Third-Party Data. Third-Party Data may be inaccurate, incomplete, outdated, region-specific, or superseded. In particular: (a) manufacturer specifications, system approvals, and warranty requirements change and must be confirmed with the manufacturer’s current published literature and representatives; (b) material prices, availability, lead times, freight, surcharges, and taxes fluctuate frequently and must be confirmed with current written supplier quotes; and (c) code references, if any, may not reflect the code edition, amendments, or interpretations adopted in your jurisdiction. Reference to any manufacturer, product, or supplier is not an endorsement, and we are not affiliated with any manufacturer unless expressly stated.

5.5 Third-Party Services. If you connect or use third-party services with the Service, your use of them is governed by the third party’s terms, and we are not responsible for them.

6. Customer Data

6.1 Ownership; Operating License. As between you and us, you retain all rights in Customer Data. You grant us and our service providers (including hosting, storage, and AI providers) a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data only as needed to provide, maintain, secure, and support the Service for you and to comply with law.

6.2 No AI Training; Aggregated Usage Statistics. We do not use Customer Data or Output to train or fine-tune our own or third-party AI models. We may create and use aggregated, de-identified statistics about use of the Service (for example, counts of users, projects, reports, or pages processed, error rates, and feature usage) only to operate and improve the Service. These statistics will not identify you, your Users, your customers, or any project or project participant, and they will never include the content of Customer Data or Output.

6.3 Your Responsibilities for Customer Data. You are solely responsible for the accuracy, quality, completeness, legality, and appropriateness of Customer Data. You represent and warrant that you have all rights, licenses, consents, and permissions needed to provide Customer Data to us and to grant the license in Section 6.1, and that Customer Data and its use as permitted by this Agreement do not infringe or misappropriate any intellectual property, confidentiality, privacy, or other right of any third party or violate any law or contract (including any confidentiality obligations or bid-document restrictions owed to project owners, architects, engineers, or general contractors regarding plans and specifications).

6.4 Sensitive Information. You must not upload Social Security numbers, financial account numbers, health information, or other sensitive personal information to the Service except as we expressly support in writing.

6.5 Retention and Deletion. We keep Customer Data that you save while your account is active until you delete it, subject to reasonable storage limits that we may set with notice to you. When your account is closed, we delete remaining Customer Data within ninety-nine (99) days, except as required by law. Deleted data may remain in backups for up to thirty (30) days before it is purged. Our Privacy Policy describes these practices, including Spec Reader-specific retention.

6.6 Hosting and Security. The Service is hosted on Render and uses Supabase for its database, authentication, and file storage. We may change providers, and our Privacy Policy lists current providers. We use commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. However, no system is completely secure, and we do not guarantee that Customer Data will not be lost, corrupted, or accessed without authorization. You are responsible for maintaining your own copies of Customer Data and of any Output you rely on.

6.7 Privacy. Our handling of personal information is described in our Privacy Policy at https://www.roof.education/privacy-policy/.

6.8 Feedback. If you provide suggestions or feedback about the Service, we may use them without restriction or obligation to you.

7. Acceptable Use

7.1 Prohibited Uses. You will not, and will not permit any User or third party to:

use the Service or any Output in violation of any law, regulation, or third-party right;
present any Output as a stamped, sealed, certified, engineered, or code-approved document, or represent that we have reviewed, approved, or warranted any Output, bid, or project;
use the Service in a manner that creates a risk of death, personal injury, or property damage without independent professional review and verification;
upload Customer Data that you do not have the right to use or share, or that contains malware or harmful code;
copy, modify, create derivative works of, reverse engineer, decompile, or attempt to extract the source code, models, prompts, databases, or pricing data of the Service, except as permitted by law;
scrape, harvest, or systematically extract data or Output from the Service, or use the Service or Output to build or train a competing product or AI model (see also Section 7.2);
resell, sublicense, rent, lease, or provide the Service to third parties as a service bureau, except as expressly permitted in an Order;
share account credentials or exceed the number of Users or usage limits in your plan;
interfere with, disrupt, overload, probe, or circumvent the security, rate limits, or access controls of the Service; or
use AI Features to generate content that violates applicable AI provider usage policies.

7.2 Competitive Use. Without our prior written consent, you will not, and will not permit anyone to: (a) access or use the Service, any Output, or any documentation to design, build, train, or improve a product or service that competes with the Service or any part of D³; (b) perform or publish benchmarking, feature, performance, or pricing comparisons for or on behalf of a competitor of ours; (c) access or use the Service if you are, or are acting by or for, a direct competitor of ours, including through a third party, consultant, or affiliate; or (d) copy features, workflows, user-interface designs, report formats, or prompts of the Service for any of these purposes. We may suspend or terminate access immediately, without refund, for a breach of this Section.

7.3 Enforcement. We may investigate suspected violations and may suspend access as described in Section 14.

8. Fees and Payment

8.1 Fees. You will pay the fees stated in your Order or on our pricing page at the time of purchase for your plan and any add-on Modules, as shown on the order form or pricing page. Spec Reader-only plans are priced under the Spec Reader Terms. Unless otherwise stated, fees are billed in advance, in U.S. dollars, and are non-cancellable and non-refundable, except as required by law or expressly stated in this Agreement.

8.2 Automatic Renewal. Unless otherwise stated in an Order, subscriptions automatically renew for successive periods equal to the initial term at our then-current rates unless either party cancels before the end of the current term in accordance with your account settings or by notice to admin@roof.education. We will give at least 30 days’ notice of any price change.

8.3 Payment; Late Payment. You authorize us or our payment processor, Stripe, to charge your designated payment method. If payment fails or is overdue, we may suspend the Service after notice. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

8.4 Taxes. Fees exclude taxes. You are responsible for all sales, use, and similar taxes, other than taxes on our net income.

9. Disclaimer of Warranties

9.1 THE SERVICE, ALL OUTPUT, AI FEATURES, AND THIRD-PARTY DATA ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR OWNERS, AFFILIATES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OF A COMPUTER PROGRAM, INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, ACCURACY, COMPLETENESS, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

9.2 WITHOUT LIMITING SECTION 9.1, WE DO NOT WARRANT THAT: (A) ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, CORRECTLY CITED, OR SUITABLE FOR ANY BID, CONTRACT, PURCHASE, DESIGN, OR INSTALLATION; (B) ANY QUANTITY, MEASUREMENT, MATERIAL LIST, DRAWING, OR PRICE WILL MATCH ACTUAL PROJECT REQUIREMENTS OR COSTS; (C) ANY OUTPUT WILL IDENTIFY EVERY REQUIREMENT, ADDENDUM CHANGE, OR CONFLICT IN THE CONTRACT DOCUMENTS, OR WILL COMPLY WITH ANY BUILDING CODE, STANDARD, SPECIFICATION, OR MANUFACTURER REQUIREMENT; (D) YOU WILL WIN ANY BID OR EARN ANY PROFIT; (E) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (F) ANY ERRORS WILL BE CORRECTED.

9.3 No advice or information, whether oral or written, obtained from us, our personnel, the Service, or the AI chat assistant on our website, and no marketing material, creates any warranty not expressly stated in this Agreement. Where the law does not allow exclusion of a warranty, that warranty is limited to the shortest period and minimum scope permitted by law.

10. Limitation of Liability

10.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR OWNERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, OR SUPPLIERS (THE “ROOF.EDUCATION PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY: (A) LOST PROFITS, LOST REVENUE, OR LOST MARGIN; (B) LOST BIDS, LOST CONTRACTS, OR LOST BUSINESS OPPORTUNITIES; (C) BID ERRORS, UNDERBIDDING, OR OVERBIDDING; (D) MISSED SPECIFICATION REQUIREMENTS, SUBSTITUTION DEADLINES, SUBMITTALS, OR ADDENDA; (E) COST OVERRUNS, EXCESS, SHORT, OR WRONG MATERIALS, RESTOCKING FEES, OR CHANGE-ORDER COSTS; (F) REWORK, REPAIR, REPLACEMENT, OR REMOVAL COSTS; (G) DELAY, LIQUIDATED DAMAGES, OR BACKCHARGES; (H) VOIDED OR DENIED MANUFACTURER WARRANTIES; (I) CODE VIOLATIONS, FINES, OR PENALTIES; (J) LOSS OF GOODWILL OR REPUTATION; (K) LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA; OR (L) COST OF SUBSTITUTE SERVICES, IN EACH CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OR ANY OUTPUT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, OR STATUTE), EVEN IF A ROOF.EDUCATION PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.2 LIABILITY CAP (PAID PLANS); ONE COMBINED CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF ALL ROOF.EDUCATION PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SPEC READER TERMS, THE SERVICE (INCLUDING ALL MODULES), OR ANY OUTPUT WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US FOR THE SERVICE (INCLUDING ALL MODULES AND ANY SPEC READER PLAN) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE LIABILITY. THIS IS ONE COMBINED CAP FOR THIS AGREEMENT AND THE SPEC READER TERMS TOGETHER; THE CAPS IN THOSE DOCUMENTS DO NOT STACK.

10.3 LIABILITY CAP (FREE PLANS). IF YOU HAVE NOT PAID ANY FEES TO US DURING THAT TWELVE (12) MONTH PERIOD, INCLUDING IF YOU USE ONLY A FREE PLAN, THE TOTAL CUMULATIVE LIABILITY OF ALL ROOF.EDUCATION PARTIES WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

10.4 Application. The limits in this Section 10 apply in the aggregate to all claims, whether brought by you, your Users, or anyone claiming through you, and the existence of more than one claim will not enlarge them. Nothing in this Agreement limits liability that cannot be limited or excluded under applicable law, including, where applicable law so provides, liability for gross negligence, willful misconduct, fraud, or personal injury caused by a party’s negligence; in those cases, liability is limited to the fullest extent permitted by law.

10.5 Time Limit for Claims. To the extent permitted by law, any claim against us arising out of or relating to this Agreement or the Service must be brought within one (1) year after the claim arises, or it is permanently barred.

11. Customer Indemnification

11.1 To the maximum extent permitted by law, you will defend, indemnify, and hold harmless the roof.education Parties from and against all claims, demands, suits, proceedings, losses, damages, liabilities, fines, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and expert fees) arising out of or relating to:

(a) your or your Users’ use of, [REDACTED] on, or misuse of the Service or any Output, including any bid, proposal, contract, purchase, design, installation, or other decision made or action taken based in whole or in part on Output;
(b) any Output, estimate, proposal, drawing, report, or document that you provide to, or that is relied on by, any third party, including owners, general contractors, design professionals, suppliers, sureties, and insurers;
(c) Customer Data, including any claim that Customer Data, or our use of it as permitted by this Agreement, infringes, misappropriates, or violates any third-party right or law or breaches any confidentiality obligation or bid-document restriction;
(d) your projects, work, workmanship, products, services, or jobsite conditions, including any property damage, personal injury, or death;
(e) your breach of this Agreement, including Section 7 (Acceptable Use); or
(f) your violation of any law or third-party right.

11.2 Procedure. We will give you prompt notice of any claim for which we seek indemnity (although delay will relieve you of your obligations only to the extent you are materially prejudiced). You may control the defense with counsel reasonably acceptable to us, but you may not settle any claim that imposes any obligation or admission on a roof.education Party without our prior written consent. We may participate with our own counsel at our own expense.

12. Intellectual Property

12.1 Our Property. We and our licensors own all rights, title, and interest in and to the Service, including its software, models, prompts, extraction logic, databases, templates, report and drawing formats, designs, documentation, trademarks (including “D3,” “D³,” and “Spec Reader”), and all improvements. No rights are granted except as expressly stated in this Agreement.

12.2 Output. As between you and us, and subject to any third-party rights in Customer Data and Third-Party Data and to our rights in the Service, you own the Output generated for you, and you may use, copy, modify, and share it for any lawful purpose, including preparing your own bids, proposals, drawings, and Quote Requests. You grant us a limited, non-exclusive, royalty-free license to host, store, copy, process, transmit, and display Output only as needed to operate, maintain, secure, and support the Service for you and to comply with law. We will not use Output to train or fine-tune any AI model. Output may be similar to output generated for other customers, and your ownership does not restrict us from generating similar output for others or from using our templates, formats, and other elements of the Service, which remain ours.

13. Confidentiality

13.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential. Your Confidential Information includes Customer Data and Output. Our Confidential Information includes non-public features, pricing, and the non-public parts of the Service.

13.2 Obligations. The receiving party will use the disclosing party’s Confidential Information only to perform its obligations or exercise its rights under this Agreement. It will not disclose that information except to its employees, contractors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as these, and it will protect the information with at least reasonable care.

13.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to it without restriction before disclosure, is received from a third party without restriction, or is independently developed without use of the disclosing party’s information. A party may disclose Confidential Information when required by law or legal process, after giving reasonable prior notice where lawful.

13.4 Your Third-Party Obligations. Nothing in this Section shifts to us any confidentiality obligation you owe to a project owner, design professional, or other third party regarding Customer Data. You remain responsible for complying with those obligations (see Section 6.3).

14. Term, Suspension, and Termination

14.1 Term. This Agreement begins when you first accept it or use the Service and continues until all subscriptions have expired or been terminated.

14.2 Termination by You. You may terminate at any time by cancelling your subscription through your account or by notice to admin@roof.education. Termination takes effect at the end of the then-current paid term, and no refund will be provided for unused time except as required by law.

14.3 Termination or Suspension by Us. We may suspend or terminate your access, in whole or in part, immediately upon notice if: (a) you breach this Agreement, including failure to pay; (b) your use poses a security, legal, or operational risk to the Service, us, or others; (c) required by law or by a third-party provider; or (d) we discontinue the Service. If we discontinue the Service, or end your paid subscription for our convenience under Section 2.7, we will refund on a pro rata basis any prepaid fees for the unused portion of a paid term. We may terminate Free Plans at any time for any reason.

14.4 Effect of Termination. Upon termination, your right to use the Service ends. For thirty (30) days after termination of a paid plan, we will make your saved Customer Data and Output available for export on request. After that, we will delete it as described in Section 6.5 and our Privacy Policy (within 99 days after account closure, with backups purged within 30 days after deletion). You remain responsible for all fees accrued before termination.

14.5 Survival. Sections 1, 2.8, 3, 4, 5, 6.2, 6.3, 6.8, 7.2, 8 (as to amounts owed), 9, 10, 11, 12, 13, 14.4, 14.5, and 15 through 19 survive termination or expiration.

14.6 Termination for Misrepresentation. We may suspend or terminate your account and access to the Service immediately upon notice, without refund, if we reasonably determine that any registration or account information is materially false, inaccurate, or misleading, or that the account is being used by or on behalf of a person or entity that was not disclosed to us.

15. Governing Law

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules, and, as to Section 16, by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Dispute Resolution; Binding Arbitration

16.1 Informal Resolution. Before starting arbitration or any court proceeding, a party must send the other a written notice describing the dispute and the relief requested. The parties will then try in good faith to resolve it for at least thirty (30) days. Notices to us go to the notice address and email in Section 19.7.

16.2 Binding Arbitration. Except as provided in Section 16.5, any dispute, claim, or controversy arising out of or relating to this Agreement, the Service, or any Output, including the formation, scope, validity, or enforceability of this Section 16, will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA“) under its Commercial Arbitration Rules, including its Expedited Procedures where they apply under those Rules. Under the current AAA Rules, the Expedited Procedures apply when no claim exceeds $100,000, and claims of $25,000 or less are decided on documents unless a hearing is needed. The arbitration will be conducted by a single arbitrator, in English. The seat of arbitration is Fauquier County, Virginia, and any hearing will be held there or, if the parties agree or the arbitrator allows, by video conference. The arbitrator must apply this Agreement, including Sections 9 and 10, and may award only remedies that would be available to an individual party in court, subject to those limitations. Judgment on the award may be entered in any court of competent jurisdiction.

16.3 Arbitration Costs. Each party pays its own attorneys’ fees and costs. The parties split equally the AAA filing, administrative, and arbitrator fees. The arbitrator may reallocate those fees, and may award reasonable attorneys’ fees to the other party, if the arbitrator finds that a claim or defense was brought in bad faith, was frivolous, or was brought for an improper purpose, or as applicable law requires.

16.4 Class Action Waiver; Jury Waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT CUSTOMERS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL.

16.5 Exceptions. (a) Small claims: either party may bring an individual claim in the General District Court of Fauquier County, Virginia (including its small claims division), if the claim is within that court’s jurisdictional limits and stays there on an individual basis. (b) Injunctive relief: either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in a court named in Section 16.6 to protect its intellectual property rights, its Confidential Information, or the security or integrity of the Service, without first arbitrating or posting a bond to the extent permitted by law.

16.6 Venue for Court Matters. For any matter not subject to arbitration, including the exceptions in Section 16.5, or to compel arbitration or enforce, confirm, or vacate an award, the parties consent to the exclusive jurisdiction and venue of the Circuit Court or General District Court of Fauquier County, Virginia (as their jurisdictional limits allow), or the United States District Court for the Eastern District of Virginia, Alexandria Division, where federal jurisdiction exists, and waive any objection based on inconvenient forum.

16.7 Severability of this Section. If the class action waiver in Section 16.4 is found unenforceable as to a claim, that claim will proceed in court under Section 16.6 and not in arbitration. If any other part of this Section 16 is found unenforceable, the rest of it still applies.

17. Essential Basis of the Bargain

You acknowledge and agree that we have set our fees and entered into this Agreement in [REDACTED] on the disclaimers of warranties, exclusions of damages, limitations of liability, and indemnities in this Agreement (including Sections 3, 4, 5, 9, 10, and 11); that these provisions reflect a reasonable and fair allocation of risk between the parties, particularly given the low cost of the Service relative to the value of the construction projects for which it may be used; that they form an essential basis of the bargain between the parties; that we would not be able to provide the Service on an economically reasonable basis without them; and that they will apply even if any limited remedy fails of its essential purpose.

18. Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable in any respect, that provision will be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent, and the remaining provisions will remain in full force and effect. In particular, if any limitation of liability or exclusion of damages is held unenforceable in part, it will be applied to the fullest extent permitted.

19. General

19.1 Entire Agreement; Order of Precedence. This Agreement, together with any Order, the Spec Reader Terms (for Spec Reader), and the documents referenced in it (such as the Privacy Policy), is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and representations. Any terms in your purchase order or other documents are void. On matters specific to Spec Reader, the Spec Reader Terms control as stated in them. An Order signed by both parties controls over this Agreement only as to the specific terms it expressly modifies.

19.2 Changes to this Agreement. We may update this Agreement from time to time. We will notify you of material changes by email or through the Service at least 30 days before they take effect, except where changes are required by law. Changes will not apply retroactively to disputes arising before they take effect. Your continued use of the Service after the effective date constitutes acceptance. We may also require you to accept the updated Agreement by clicking “I agree,” as described in Section 19.11. If you do not agree, you must stop using the Service and cancel your subscription.

19.3 Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets or of the Service.

19.4 Force Majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including outages or changes of hosting, AI, or other third-party providers, internet failures, cyberattacks, labor disputes, natural disasters, government actions, or pandemics.

19.5 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship, or a professional relationship of any kind.

19.6 No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement, except that the roof.education Parties are intended beneficiaries of Sections 9, 10, and 11.

19.7 Notices. We may give notices to the email address associated with your account or through the Service. You must give legal notices to Roof dot Education, LLC by email to admin@roof.education.

19.8 Chat Assistant. Answers from the AI chat assistant on www.roof.education are informational only, are not an offer, and do not change this Agreement or any Order. The roof.education Chat Assistant Disclaimer at https://www.roof.education/chat-disclaimer/ applies.

19.9 Waiver. A failure or delay in enforcing any provision is not a waiver of it.

19.10 Export and Sanctions. You will comply with all applicable U.S. export control and sanctions laws in using the Service.

19.11 Clickwrap Acceptance; Acceptance Records. You accept this Agreement by clicking “I agree” (or a similar button) at sign-up or when placing an Order, and you agree that this electronic acceptance has the same effect as a handwritten signature. We keep a record of each acceptance, including the version of this Agreement accepted, the date and time, and the account and User who accepted. If we update this Agreement, we may require you to accept the updated version before you continue using the Service. Our acceptance records are evidence of the version you accepted and when.

19.12 Headings; Interpretation. Headings are for convenience only. “Including” means “including without limitation.”

Contact

Roof dot Education, LLC
Email: admin@roof.education
Website: www.roof.education