End User License Agreement

This End User License Agreement (“Agreement”) is between Slateworks, LLC (“Slateworks,” “we,” “us”) and the contracting firm or individual accepting it (“Customer,” “you”), governing use of the Slateworks platform — the web application, mobile field application, and related services (the “Service”). By creating an account, accepting an invitation to a Tenant, or using the Service, you agree to this Agreement. If you’re accepting on behalf of a company, you represent that you have authority to bind that company, and “you” refers to that company.

1. The license

Subject to this Agreement and your (or your firm’s) active subscription, Slateworks grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your firm’s internal business purposes — estimating, bidding, scheduling, field reporting, and related project and cost management. This license does not sell you the software; Slateworks and its licensors retain all right, title, and interest in the Service.

Named accounts. Access is per named user within your firm’s tenant account. Credentials are not to be shared across multiple people, and your firm is responsible for the actions taken under its users’ accounts.

2. Acceptable use

You will not, and will not permit anyone else to:

• Reverse engineer, decompile, or attempt to extract the source code of the Service, except where applicable law gives you that right notwithstanding this restriction.
• Resell, sublicense, rent, or provide the Service to any third party outside your own firm, except as your subscription plan expressly permits (e.g., inviting your own employees as named users).
• Use the Service to build a competing product, or to benchmark it for that purpose.
• Attempt to bypass tenant isolation, access another tenant’s data, or probe, scan, or test the Service’s security without our prior written consent.
• Upload content you don’t have the right to upload, or that infringes a third party’s rights.
• Use the Service in a way that violates applicable law, including data protection, export control, or consumer protection law.
• Use the Service’s AI assistant (“Sam”) to generate content for a purpose outside your firm’s legitimate business use, or in a way designed to extract, manipulate, or abuse the underlying AI models.

3. Your data; our license to it

You own your content. Everything your firm enters into the Service — bids, estimates, project records, client/contact records, photos, documents, field reports, and messages to Sam — remains your property (“Customer Data”). You grant Slateworks a limited license to host, process, transmit, and display Customer Data solely to (a) provide the Service to you (including sending relevant portions to the third-party providers described in our Privacy Policy, where you’ve configured features that use them — e.g., Sam, Google Maps place search, or an optional third-party accounting or payment connection you explicitly enable) and (b) create the de-identified data described below.

Tenant isolation. Your firm’s Customer Data is logically isolated from every other tenant’s at the database level. We do not access it except to provide or support the Service, investigate a reported problem, or as required by law.

Third-party accounting and payment connections. If you connect a third-party accounting or payment system, that connection is opt-in, initiated only by your firm’s own administrators, and can be disconnected at any time. Data synced to that system is then subject to that provider’s own terms — Slateworks isn’t responsible for how the third-party system handles it once sent.

De-identified data. Customer agrees that Slateworks may create and use de-identified data derived from Customer Data and from use of the Service, alone or aggregated with data from other customers, to improve the Service — including developing, training, fine-tuning, or enhancing artificial intelligence and machine learning models that are part of the Service — to produce industry statistics and benchmarks (including regional cost and pricing data), which Slateworks may publish, license, or sell, and for Slateworks’ other lawful business purposes. Before any such use, data is de-identified by removing customer and tenant identifiers, names, addresses, client details, and precise locations (retaining only a general region, such as a county or metro area), and Slateworks will not attempt to re-identify it and will require anyone it shares de-identified data with to commit to the same. Any model training takes place on systems Slateworks controls or on third-party systems that do not retain the training data or use it for their own purposes; Slateworks — not any third party — retains all resulting model adapters, weights, and other model artifacts, and de-identified data is never used to train a third party’s models. De-identified data does not identify your firm, your users, or your clients; it is not Customer Data, is owned by Slateworks, and may be retained and used after this Agreement ends.

4. Fees and subscription

Fees, billing frequency, and payment terms are as set out in your firm’s order form or subscription plan with Slateworks. Subscriptions renew automatically for successive terms matching your billing cycle unless either party gives notice of non-renewal before the then-current term ends. Fees are non-refundable except as expressly stated in your order form or as required by law. Late payment may result in suspension of access after written notice and a reasonable opportunity to cure.

5. Intellectual property

Slateworks and its licensors own all right, title, and interest in the Service, including its software, design, trademarks, and — except for Customer Data — any content we provide (cost catalogs, discipline templates, and similar reference material we ship by default), and the de-identified data and model artifacts described in §3. Nothing in this Agreement transfers ownership of the Service to you. Feedback you give us about the Service may be used by Slateworks without restriction or compensation to you.

6. Disclaimer — estimates and calculations

The Service is a tool to help your firm estimate and manage its own work. It does not replace your firm’s professional judgment. Cost estimates, bid pricing, quantity takeoffs, and any figure the Service or Sam produces are calculated from the inputs, rates, and catalogs your firm configures and enters. Slateworks does not guarantee the accuracy, completeness, or suitability of any estimate, bid, or calculation for any particular project, and is not responsible for business or financial outcomes resulting from your firm’s use of Service-generated numbers. Verify figures before relying on them commercially — this is standard practice for any estimating tool, and this Agreement does not change that responsibility.

7. Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SLATEWORKS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY THIRD-PARTY SERVICE WE INTEGRATE WITH (INCLUDING AI PROVIDERS, MAPS, EMAIL DELIVERY, OR ACCOUNTING SYSTEMS) WILL BE AVAILABLE OR ACCURATE.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST BUSINESS, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES YOU PAID SLATEWORKS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. This limitation does not apply to: (a) either party’s indemnification obligations below, (b) a breach of the confidentiality section, or (c) either party’s willful misconduct or fraud.

9. Indemnification

Slateworks will defend and indemnify you against a third-party claim that the Service, as provided by us, infringes that party’s intellectual property rights, and will pay resulting damages finally awarded, provided you promptly notify us and let us control the defense.

You will defend and indemnify Slateworks against a third-party claim arising from: (a) your Customer Data, (b) your use of the Service in violation of §2 (Acceptable use) or applicable law, or (c) a dispute between your firm and one of your own clients or contacts, provided Slateworks promptly notifies you and lets you control the defense.

10. Term and termination

This Agreement is effective for as long as your firm maintains an active subscription. Either party may terminate for convenience at the end of the then-current subscription term with at least 30 days’ written notice. Either party may terminate immediately for the other’s material breach that remains uncured 15 days after written notice, or if the other party becomes insolvent or ceases operations. Slateworks may suspend access immediately, without terminating the Agreement, if continued access poses a security risk to the Service or other tenants.

On termination, your access to the Service ends. Per our Privacy Policy, Customer Data is retained for 90 days after termination so you can export it or reactivate, after which it is deleted from active systems (subject to backup retention schedules); de-identified data is not Customer Data and is retained as described in §3. Export what you need before that window closes — including anything you’re independently required to retain under tax, contract, lien, or payroll recordkeeping law.

11. Confidentiality

Each party will protect the other’s confidential information with at least the same care it uses for its own similar information, and will use it only as needed to perform under this Agreement. This does not apply to information that’s public, independently developed, or required to be disclosed by law (with notice to the other party where legally possible).

12. Governing law and disputes

This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in California for any dispute arising out of this Agreement.

13. Changes to this Agreement

We may update this Agreement as the Service evolves. We’ll post the updated version with a new “Last updated” date and, for material changes, make reasonable efforts to notify Tenant administrators directly before the change takes effect.

14. General

• Assignment. You may not assign this Agreement without our written consent; we may assign it in connection with a merger, acquisition, or sale of substantially all assets.
• Severability. If any provision is found unenforceable, the rest of the Agreement remains in effect.
• Entire agreement. This Agreement, together with our Privacy Policy and any order form or subscription terms, is the entire agreement between the parties on this subject.
• Notices. Notices to you may be sent to the email address on your account; notices to Slateworks should go to admin@slateworks.ai.

15. Mobile application and app-store terms

The Service includes a mobile field application distributed through the Apple App Store and Google Play. The terms below apply when you use the app obtained from one of those stores; the Apple-specific terms are included to satisfy Apple’s minimum terms for third-party EULAs.

• Relationship. This Agreement is between you and Slateworks only — not with Apple Inc. or Google LLC — and Slateworks, not Apple or Google, is solely responsible for the app and its content.
• License scope (Apple). Your license to the iOS app is a non-transferable license to use it on Apple-branded products that you own or control, as permitted by the Usage Rules in the App Store Terms of Service, except that the app may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.
• Maintenance and support. Slateworks, not Apple or Google, is solely responsible for maintenance and support of the app. Apple has no obligation whatsoever to furnish any maintenance or support services for the app.
• Warranty. Slateworks is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed under §7. If the iOS app fails to conform to an applicable warranty, you may notify Apple, and Apple will refund the purchase price of the app (if any) to you; to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the app.
• Product claims. Slateworks, not Apple or Google, is responsible for addressing any claims by you or any third party relating to the app or your possession or use of it, including product-liability claims, claims that the app fails to conform to an applicable legal or regulatory requirement, and claims arising under consumer-protection, privacy, or similar legislation.
• Intellectual property claims. In the event of any third-party claim that the app or your possession and use of it infringes that party’s intellectual property rights, Slateworks, not Apple, is solely responsible for the investigation, defense, settlement, and discharge of the claim.
• Legal compliance. You represent and warrant that you are not located in a country subject to a U.S. government embargo or designated by the U.S. government as a “terrorist supporting” country, and that you are not listed on any U.S. government list of prohibited or restricted parties.
• Third-party terms. You must comply with any applicable third-party terms of agreement when using the app (for example, your wireless data service agreement).
• Third-party beneficiary. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement as it relates to the iOS app, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary.

Questions, complaints, or claims about the app can be directed to admin@slateworks.ai or the address in §16.

16. Contact

admin@slateworks.ai

Slateworks, LLC
1003 Whaley St, Oceanside, CA 92054