1. Acceptance of Terms

By accessing, browsing, or using BIDI Construction, Inc. ("BIDI", "Company", "we", "us", or "our") website, mobile applications, or any services provided by BIDI (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an organization, you agree to these Terms on behalf of that organization and represent that you have the authority to bind that organization to these Terms.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

These Terms constitute a legally binding agreement between you and BIDI. By clicking "I Agree," creating an account, or otherwise accessing or using the Service, you acknowledge that you are at least 18 years of age and have the legal capacity to enter into this agreement.

2. Description of Service

BIDI provides an AI-powered construction estimating and automated bid management platform. Our services include, but are not limited to:

• Automated construction plan analysis and takeoff using artificial intelligence
• AI-powered cost estimation and material quantity calculations
• Subcontractor outreach, communication, and bid collection tools
• Bid comparison, leveling, and analysis tools
• Project management, collaboration, and communication features
• Document storage and management
• Integration with third-party services and APIs

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice, without liability to you.

3. Beta Services and Early Access

Certain features of the Service may be designated as "beta," "early access," "preview," or similar terminology ("Beta Services"). Beta Services are provided "as is" and "as available" without any warranty of any kind. You acknowledge and agree that:

• Beta Services may contain bugs, errors, and other defects
• Beta Services may not function as intended or described
• Beta Services may be modified, suspended, or discontinued at any time without notice
• Data entered into Beta Services may be lost or corrupted
• Beta pricing is subject to change, and you may be required to pay higher rates when Beta Services become generally available
• Any beta price lock guarantees are subject to the specific terms disclosed at the time of enrollment

4. User Accounts

To access certain features of our Service, you must register for an account. By creating an account, you agree to:

• Provide accurate, current, and complete information during registration and keep such information updated
• Maintain the security and confidentiality of your password and account credentials
• Not share your account credentials with any third party
• Immediately notify us of any unauthorized access to or use of your account
• Accept full responsibility for all activities that occur under your account, whether or not you have authorized such activities
• Ensure that all users accessing the Service through your account comply with these Terms

We reserve the right to suspend or terminate your account at any time for any reason, including if we reasonably believe that you have violated these Terms.

5. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You expressly agree NOT to:

• Use the Service in any way that violates any applicable federal, state, local, or international law or regulation, including but not limited to construction industry regulations, licensing requirements, and building codes
• Transmit any malicious code, viruses, worms, trojans, or other harmful software or data
• Attempt to gain unauthorized access to our systems, networks, servers, or other users' accounts
• Interfere with, disrupt, or create an undue burden on the Service or the networks connected to the Service
• Use the Service to transmit spam, unsolicited communications, or promotional materials
• Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity
• Engage in any data mining, scraping, harvesting, or similar data gathering activities
• Use the Service to submit fraudulent bids, false estimates, or misleading project information
• Circumvent, disable, or interfere with any security-related features of the Service
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Use the Service in any manner that could damage, disable, overburden, or impair the Service
• Use automated scripts, bots, or other means to access the Service without our express written permission

6. Intellectual Property Rights

The Service, including all content, features, functionality, software, code, user interfaces, graphics, design, compilation, data, and all other elements of the Service (collectively, "BIDI Content"), and all intellectual property rights therein, are owned by BIDI or our licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes. This license does not include:

• Any right to modify, reproduce, distribute, create derivative works of, publicly display, or commercially exploit the BIDI Content
• Any right to use the Service to provide services to third parties (other than as expressly intended by the Service)
• Any right to use data mining, robots, or similar data gathering methods on the Service

The BIDI name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of BIDI or its affiliates. You may not use such marks without our prior written permission.

7. User Content

You retain ownership of any content, data, documents, construction plans, specifications, images, or other materials you upload, submit, or transmit through the Service ("User Content"). By submitting User Content, you grant BIDI a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, and display your User Content solely for the purpose of:

• Providing, operating, and improving the Service
• Processing your User Content through our AI systems and third-party AI providers
• Training and improving our AI models and algorithms (in an aggregated and anonymized form only)
• Generating derivative works such as estimates, takeoffs, and analysis reports
• Sharing User Content with third parties as directed by you (e.g., sharing project details with subcontractors)

You represent and warrant that:

• You own or have the necessary rights, licenses, consents, and permissions to submit the User Content and grant the licenses described herein
• Your User Content does not infringe, misappropriate, or violate any third-party rights, including intellectual property rights, privacy rights, or publicity rights
• Your User Content does not violate any applicable laws or regulations
• Your User Content is accurate and not misleading

8. AI-Generated Content and Estimates

IMPORTANT DISCLAIMER: The estimates, takeoffs, cost calculations, and other outputs generated by our AI-powered systems ("AI Outputs") are provided for informational and preliminary planning purposes only. AI Outputs are NOT professional engineering, architectural, or construction estimates and should NOT be relied upon as the sole basis for construction decisions, bidding, budgeting, or contracting.

You acknowledge and agree that:

• AI Outputs may contain errors, inaccuracies, omissions, or inconsistencies
• AI Outputs are based on the information provided to the system and may not account for all relevant factors
• AI Outputs do not replace the need for professional review by qualified architects, engineers, estimators, or other construction professionals
• You are solely responsible for independently verifying all AI Outputs before making any business decisions
• BIDI does not guarantee the accuracy, completeness, or suitability of any AI Outputs
• Market conditions, material prices, labor costs, and other factors may change, rendering AI Outputs outdated or inaccurate
• Local building codes, regulations, and requirements may affect the accuracy of AI Outputs
• BIDI is not liable for any damages, losses, or costs arising from reliance on AI Outputs

YOU ASSUME ALL RISK AND RESPONSIBILITY FOR ANY DECISIONS MADE BASED ON AI OUTPUTS. ALWAYS VERIFY AI OUTPUTS WITH QUALIFIED PROFESSIONALS BEFORE PROCEEDING WITH ANY CONSTRUCTION PROJECT.

9. Payment Terms and Subscription

9.1 Fees and Billing

By subscribing to a paid plan or purchasing services, you agree to pay all applicable fees as described at the time of purchase. You authorize us (or our third-party payment processor) to charge your designated payment method for all fees.

• All fees are stated in U.S. dollars unless otherwise specified
• Fees do not include taxes, which will be added where applicable
• You are responsible for all taxes associated with your use of the Service
• Fees are non-refundable except as expressly stated in these Terms or required by law

9.2 Subscription Auto-Renewal

AUTOMATIC RENEWAL: Your subscription will automatically renew at the end of each billing period (monthly or annually, as applicable) unless you cancel your subscription before the renewal date. The renewal charge will be at the then-current rate for your subscription plan.

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation will take effect at the end of the current billing period, and you will continue to have access to the Service until that time.

9.3 Price Changes

We reserve the right to change our prices at any time. For existing subscribers, we will provide at least thirty (30) days' advance notice before any price increase takes effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the modified amount.

9.4 Failed Payments

If payment cannot be charged to your payment method, we may suspend or terminate your access to the Service. We may attempt to charge your payment method multiple times before suspension. You remain responsible for any uncollected amounts.

9.5 Usage-Based Pricing

If you are on a usage-based pricing plan, you agree to pay for all usage incurred during the billing period. Usage is calculated based on the number of plans processed, projects created, or other metrics as specified in your plan. Usage charges are billed at the rates disclosed at the time of enrollment.

10. Third-Party Services

The Service may integrate with, link to, or rely on third-party services, websites, applications, or APIs ("Third-Party Services"), including but not limited to:

• AI and machine learning providers (e.g., OpenAI, Anthropic, Google)
• Payment processors (e.g., Stripe)
• Cloud infrastructure providers (e.g., Vercel, Supabase)
• Communication services (e.g., email, SMS providers)
• Analytics and monitoring services

Your use of any Third-Party Services is subject to the terms and privacy policies of those third parties. We are not responsible for the availability, accuracy, content, or privacy practices of Third-Party Services. We do not endorse and are not liable for any harm caused by Third-Party Services.

11. Non-Compete and Non-Solicitation

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS IMPORTANT RESTRICTIONS ON YOUR ACTIVITIES DURING AND AFTER YOUR USE OF THE SERVICE.

11.1 Non-Compete Covenant

During the term of your subscription and for a period of two (2) years following the termination or expiration of your account for any reason, you agree that you shall not, directly or indirectly, alone or in conjunction with any other person or entity:

• Develop, create, design, produce, market, sell, license, or distribute any software, platform, application, or service that is substantially similar to or competitive with the Service, including but not limited to AI-powered construction estimating, automated plan takeoff, subcontractor bid management, or construction project estimation platforms
• Use any Confidential Information, proprietary data, trade secrets, algorithms, methodologies, processes, or techniques learned from or through the Service to develop, enhance, or improve any competing product or service
• Use any data, insights, pricing information, cost databases, subcontractor information, or other proprietary information obtained through the Service to create, operate, or assist any competing business or service
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, AI training methodologies, or underlying technology of the Service for the purpose of creating a competing product or service
• Copy, replicate, or imitate the look, feel, functionality, features, user interface, user experience, or business model of the Service in any competing product or service

11.2 Non-Solicitation of Employees and Contractors

During the term of your subscription and for a period of two (2) years following termination or expiration, you agree not to, directly or indirectly:

• Solicit, recruit, hire, engage, or attempt to solicit, recruit, hire, or engage any employee, contractor, consultant, or service provider of BIDI
• Induce or attempt to induce any employee, contractor, consultant, or service provider of BIDI to terminate their relationship with BIDI
• Interfere with or disrupt BIDI's relationship with any of its employees, contractors, consultants, or service providers

11.3 Non-Solicitation of Users and Subcontractors

You agree not to use information obtained through the Service, including but not limited to subcontractor contact information, user profiles, pricing data, or business relationships, to:

• Solicit subcontractors or users of the Service for a competing platform or service
• Build a competing database of subcontractors, general contractors, or construction professionals
• Contact subcontractors or users for any purpose unrelated to legitimate use of the Service
• Scrape, harvest, or collect user or subcontractor data for use outside the Service

11.4 Confidential Information

You acknowledge that through your use of the Service, you may have access to or become aware of Confidential Information belonging to BIDI. "Confidential Information" includes, but is not limited to:

• Proprietary algorithms, AI models, machine learning techniques, and data processing methodologies
• Pricing structures, cost databases, and estimation formulas
• Subcontractor networks, contact databases, and relationship data
• User analytics, usage patterns, and behavioral data
• Business strategies, product roadmaps, and development plans
• Technical specifications, system architecture, and infrastructure details
• Any information marked as confidential or that a reasonable person would understand to be confidential

You agree to hold all Confidential Information in strict confidence, not to disclose it to any third party, and not to use it for any purpose other than your authorized use of the Service. This obligation survives termination of your account indefinitely.

11.5 Reasonableness and Enforcement

You acknowledge and agree that:

• The restrictions in this section are reasonable and necessary to protect BIDI's legitimate business interests, including its Confidential Information, trade secrets, goodwill, and competitive position
• You have received adequate consideration for these restrictions in the form of access to the Service
• These restrictions will not prevent you from earning a living in your chosen profession, as they are limited to competitive activities substantially similar to the Service
• Any breach of this section would cause irreparable harm to BIDI for which monetary damages would be inadequate, and BIDI shall be entitled to seek injunctive relief, specific performance, or other equitable remedies without the necessity of proving actual damages or posting a bond
• If any restriction is found to be unenforceable, you agree that a court may modify it to make it enforceable to the maximum extent permitted by law, rather than voiding it entirely

11.6 Liquidated Damages

You acknowledge that a breach of the non-compete and non-solicitation covenants in this section would cause substantial and irreparable harm to BIDI that would be difficult to quantify. Therefore, in addition to any other remedies available at law or in equity, you agree to pay BIDI liquidated damages in the amount of $500,000 (five hundred thousand U.S. dollars) for any material breach of Section 11.1 (Non-Compete Covenant) or Section 11.4 (Confidential Information), plus BIDI's reasonable attorneys' fees and costs incurred in enforcing these provisions. You agree that this amount is a reasonable estimate of BIDI's anticipated damages and is not a penalty.

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT:

• THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE
• ANY DEFECTS OR ERRORS WILL BE CORRECTED
• THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
• THE RESULTS OBTAINED FROM USING THE SERVICE WILL BE ACCURATE, RELIABLE, OR MEET YOUR REQUIREMENTS
• THE SERVICE WILL MEET YOUR SPECIFIC NEEDS OR EXPECTATIONS
• ANY DATA OR CONTENT STORED THROUGH THE SERVICE WILL NOT BE LOST OR CORRUPTED

YOU USE THE SERVICE AT YOUR OWN RISK. WE ARE NOT RESPONSIBLE FOR ANY DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE ON INFORMATION PROVIDED THROUGH THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BIDI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES
• ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA
• COST OF PROCUREMENT OF SUBSTITUTE SERVICES
• ANY DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE
• ANY DAMAGES ARISING FROM ERRORS, INACCURACIES, OR OMISSIONS IN AI OUTPUTS OR ESTIMATES
• ANY DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA
• ANY DAMAGES ARISING FROM THIRD-PARTY CONDUCT OR CONTENT

IN NO EVENT SHALL BIDI'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO BIDI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BIDI AND YOU. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. Indemnification

You agree to defend, indemnify, and hold harmless BIDI and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service
• Your User Content
• Your violation of these Terms
• Your violation of any rights of a third party
• Your violation of any applicable laws or regulations
• Any claim that your User Content caused damage to a third party
• Any dispute between you and any subcontractor, general contractor, or other user of the Service

15. Dispute Resolution and Arbitration

15.1 Informal Resolution

Before filing any claim against BIDI, you agree to attempt to resolve any dispute informally by contacting us at weston@bidicontracting.com. We will attempt to resolve the dispute within sixty (60) days.

15.2 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

If we cannot resolve a dispute informally, you and BIDI agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including any dispute regarding the interpretation or application of this arbitration provision) will be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

• The arbitration will be conducted in Salt Lake City, Utah, or at another mutually agreed location
• The arbitration will be conducted by a single arbitrator selected in accordance with AAA rules
• The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction
• Each party will bear its own costs and attorneys' fees, unless the arbitrator determines otherwise
• The arbitration proceedings and any award shall be confidential

15.3 Class Action Waiver

YOU AND BIDI AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class, collective, or representative proceeding.

15.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

15.5 Opt-Out

You may opt out of this arbitration agreement by sending written notice to weston@bidicontracting.com within thirty (30) days of first accepting these Terms. Your notice must include your name, address, email address, and a clear statement that you wish to opt out of this arbitration agreement.

16. Termination

We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of these Terms
• Request by law enforcement or government agencies
• Discontinuation or material modification of the Service
• Unexpected technical or security issues
• Extended periods of inactivity
• Non-payment of fees
• Fraudulent, illegal, or harmful activity

Upon termination, your right to use the Service will cease immediately. We may delete your account and all associated data at any time after termination. Sections of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property rights, disclaimers, limitations of liability, indemnification, and the dispute resolution provisions.

17. Force Majeure

BIDI shall not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, labor disputes, shortages of transportation, facilities, fuel, energy, labor, or materials, failure of third-party service providers, internet or telecommunications failures, cyberattacks, or government actions.

18. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of law provisions. Subject to the arbitration provisions above, you agree that any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and you consent to the personal jurisdiction of such courts.

19. Changes to Terms

We reserve the right to modify these Terms at any time at our sole discretion. We will notify users of any material changes by:

• Posting the updated Terms on our website
• Updating the "Last updated" date at the top of this page
• Sending an email notification to registered users (for material changes)

Your continued use of the Service after any such changes become effective constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you must stop using the Service and may cancel your account.

20. General Provisions

20.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and BIDI regarding the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral.

20.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

20.3 Waiver

No waiver by BIDI of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of BIDI to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

20.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign or transfer these Terms without restriction and without notice to you.

20.5 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any person or entity.

20.6 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce.

21. Contact Information

If you have any questions, concerns, or feedback about these Terms of Service, please contact us at:

BIDI Construction, Inc.
Email: weston@bidicontracting.com
Phone: 385-216-9587
Address: Salt Lake City, Utah, United States