SimplyCount
Legal / Terms of Service

Terms of Service

The terms that will govern use of the SimplyCount service and website.

DRAFT — pending legal counsel review; not yet in effect. This document is a working draft published for transparency. It has not been reviewed or approved by legal counsel, it is not a binding agreement, and it does not currently govern your use of SimplyCount. Placeholders such as [Company legal name], [State], and [Effective date] mark items to be finalized before this becomes effective.

Draft version 0.1 · Last updated 2026-07-14 · Effective date: not yet in effect

These Terms of Service ("Terms") will form an agreement between you and [Company legal name] ("SimplyCount," "we," "us," or "our") governing your access to and use of the SimplyCount hosted software, websites, and related services (collectively, the "Service"). The SimplyCount desktop application is licensed separately under the End-User License Agreement.

1. Acceptance of these Terms

By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of a company or other entity (for example, your construction or estimating firm), you represent that you have authority to bind that entity, and "you" refers to that entity.

2. The Service

SimplyCount provides software that helps estimators locate and mark symbols on construction plan sets and produce takeoff counts. Detections are assistive: you are responsible for reviewing, verifying, and signing off on every count before relying on it. SimplyCount does not prepare bids, provide estimating advice, or guarantee the completeness or accuracy of any count. Counts that are not verified are presented as floors (≥), not totals.

3. Accounts and eligibility

You must provide accurate registration information and keep your credentials secure. You are responsible for all activity under your account. You must be at least 18 years old and able to form a binding contract. You are responsible for the acts and omissions of anyone you allow to use your account.

4. Subscriptions, fees, and taxes

Paid plans are billed in advance on the interval shown at checkout (for example, monthly or annually) through our payment processor. Unless stated otherwise, fees are non-refundable except as required by law. We may change pricing prospectively with reasonable notice; changes take effect at your next renewal. You are responsible for applicable taxes other than taxes on our net income. Free trials, if offered, convert to paid plans unless cancelled before the trial ends.

5. Your content and data

You retain all rights to the plan sets, documents, and other materials you upload or process ("Customer Data"). You grant us a limited license to host, process, and display Customer Data solely to provide and support the Service. You represent that you have the rights necessary to submit Customer Data and to permit this processing. Our handling of Customer Data is described in the Privacy Policy and Trust & Security page.

6. Acceptable use

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms. We may suspend access for conduct that violates that policy or that threatens the security or integrity of the Service.

7. Intellectual property

The Service, including all software, models, designs, and content we provide (excluding Customer Data), is owned by SimplyCount and its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription. You may not copy, modify, reverse engineer, or create derivative works of the Service except as permitted by law.

8. Third-party services

The Service relies on third-party providers for payments, licensing, hosting, email, and customer relationship management. Those providers process limited data on our behalf as described on the Trust & Security page. Your use of any third-party service is subject to that provider's own terms.

9. Confidentiality

Each party may receive information the other treats as confidential. The receiving party will protect it with reasonable care and use it only to perform under these Terms, except for information that is public, independently developed, or required to be disclosed by law.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT DETECTIONS OR COUNTS ARE COMPLETE OR ERROR-FREE, AND YOU REMAIN RESPONSIBLE FOR VERIFYING EVERY COUNT BEFORE RELYING ON IT FOR A BID OR OTHER DECISION.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST BIDS. OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. [Final figures and carve-outs subject to counsel review.]

12. Indemnification

You will defend and indemnify SimplyCount against third-party claims arising from your Customer Data or your use of the Service in violation of these Terms or applicable law, subject to reasonable notice and cooperation.

13. Term, suspension, and termination

These Terms apply while you use the Service. You may cancel at any time; cancellation stops future renewals. We may suspend or terminate access for material breach, non-payment, or legal/security reasons. On termination, your right to use the Service ends. We describe data retention and export on the Trust & Security page.

14. Changes to these Terms

We may update these Terms. For material changes we will provide reasonable notice, and continued use after the effective date constitutes acceptance. If you do not agree, stop using the Service.

15. Governing law and disputes

These Terms will be governed by the laws of [State], without regard to conflict-of-law rules. The parties will attempt to resolve disputes informally first. [Venue, arbitration, and class-action provisions are placeholders subject to counsel review.]

16. General

These Terms, together with the documents they incorporate, are the entire agreement between the parties on this subject. If any provision is unenforceable, the rest remains in effect. Neither party may assign these Terms without consent, except in a merger or sale of substantially all assets. Our failure to enforce a provision is not a waiver.

17. Contact

Questions about these Terms: infrastructure@simplycount.com. [Company legal name and mailing address to be added before effect.]

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