OpenTakeoff Terms of Service

Version: v1.1 Effective date: October 13, 2026 Last updated: October 16, 2026

These Terms of Service (the "Terms") are a contract between Quis Ut Deus LLC, doing business as Kentucky AI, based in Louisville, Kentucky, USA ("Kentucky AI," "we," "us") and the company or other organization that subscribes to OpenTakeoff ("Customer," "you"). They govern your use of the hosted OpenTakeoff service.

1. Acceptance and Definitions

1.1 How you accept. The first time any user signs in to the Service, the Service shows these Terms and asks the user to accept them by clicking a button such as "I agree." The box is never pre-checked. Clicking it, signing an Order Form that refers to these Terms, or paying for a subscription means Customer accepts these Terms. We keep a record of which version was accepted, when, and by which account.

1.2 Authority. The person who accepts these Terms promises that they have authority to bind Customer. If they do not have that authority, they must not accept these Terms or use the Service. When someone signs up with a company email address for company work, the company is the Customer.

1.3 Business use only. The Service is for businesses. It is not offered to consumers for personal, family or household use. Every user must be at least 18.

1.4 OpenTakeoff Lite is separate. OpenTakeoff Lite is the free, open-source edition of OpenTakeoff, released under the GNU Affero General Public License, version 3 (AGPL-3.0). These Terms do not cover OpenTakeoff Lite. Your use of OpenTakeoff Lite source code is governed only by that license, and nothing in these Terms limits the rights that license gives you. The AGPL-3.0, in turn, gives you no rights in the Service or in any Proprietary Materials that are not part of the OpenTakeoff Lite release.

1.5 Order of precedence. If documents conflict, this order controls: (a) a signed Order Form, (b) these Terms, (c) the Acceptable Use Policy in Appendix A, (d) the Documentation. An Order Form can loosen Section 3 (Restrictions) or Section 4 (Ownership) only if it names the specific section it changes and is signed by Kentucky AI.

1.6 Definitions. Capitalized words have these meanings:

2. Your Subscription

2.1 Grant. If you follow these Terms and pay the Fees, Kentucky AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, for its Authorized Users to access and use the Service for Customer's internal business purposes, which means preparing Customer's own takeoffs, estimates, proposals and related project work. This right ends when the Subscription Term ends or when these Terms are terminated.

2.2 Named Seats; no credential sharing. Each Seat is for one named individual. Credentials, sessions and access tokens may not be shared. Shared or generic logins (such as "estimating@company") are not allowed. Customer may reassign a Seat when an Authorized User leaves Customer or no longer needs access, but not to rotate one Seat among several people.

2.3 Account security. Customer is responsible for everything done under its accounts and tokens, for keeping credentials secure, and for its Authorized Users' compliance with these Terms. Customer will tell Kentucky AI promptly at michael@kentucky-ai.com if it learns of unauthorized access to its accounts.

2.4 Contractors. Customer may assign Seats to individual contractors who work on Customer's behalf, as long as each one is bound by written confidentiality obligations at least as protective as these Terms, is not a provider of a Competing Product, and uses the Service only for Customer's work. Customer is responsible for them.

2.5 Agents and automation. Customer may connect its own AI agents, scripts and tools to the Service only through the Agent Interfaces, within the documented rate limits, and only using a token tied to an Authorized User's Seat. Everything an agent does through Customer's tokens is Customer's action under these Terms.

2.6 Sharing Customer Outputs. Customer may share Customer Outputs with general contractors, owners, design teams, suppliers and others in the normal course of its business. Customer may not share Customer Outputs, or use them, for any purpose prohibited by Section 3.

2.7 Estimating services. If Customer prepares takeoffs or estimates for its own clients (for example, as an estimating firm), that is internal business use, provided only Authorized Users operate the Service and no client receives access to the Service.

2.8 Changes to the Service. Kentucky AI may update, add, change or remove features at any time. Kentucky AI will not materially reduce the core takeoff and estimating functions of a paid plan during a paid Subscription Term without at least 30 days' notice. If it does, Customer may terminate the affected subscription before the change takes effect and receive a prorated refund of prepaid Fees for the unused part of the term.

2.9 Beta features. Features labeled beta, preview, early access or similar are provided "as is," may change or be withdrawn at any time, and are Kentucky AI Confidential Information. Section 9.1 does not apply to them.

3. Restrictions

3.1 Prohibited uses. These restrictions protect the software, methods and know-how Kentucky AI has built. They apply to Customer, its Authorized Users, its contractors, its agents and anyone acting for any of them. Customer will not, and will not permit, encourage or help anyone else to:

(a) Reverse engineer. Decompile, disassemble, reverse engineer, decrypt or otherwise try to derive the source code, model weights, prompts, system instructions, algorithms, data structures or underlying methods of the Service, except to the limited extent applicable law expressly permits this despite a contractual ban, and then only after giving Kentucky AI written notice.

(b) Extract prompts or model internals. Try to reveal, extract or reconstruct the AI Assistant's system prompts, tool definitions, agent instructions or other model internals, including by prompt injection, by instructing the AI Assistant or an agent to disclose them, or by systematically probing the Service's responses.

(c) Copy the design. Copy, imitate, reproduce or make derivative works of the Service's user interface, screen layouts, workflows, tool sequences, feature design, prompts, output formats or Documentation, whether by code, screenshots, screen recordings, written descriptions, or instructions given to a developer or to an AI tool.

(d) Build a competitor. Use the Service, the Documentation, Customer Outputs, logs of the Service's behavior, or anything learned by observing the Service to design, build, train, fine-tune, evaluate or improve a Competing Product, or help anyone else do so. This includes using Service outputs, measurements, AI Assistant responses or recorded interactions as training, tuning or evaluation data for any machine-learning model, and assembling datasets of Service inputs and outputs.

(e) Access as a competitor. Access or use the Service if Customer is, works for, or is acting on behalf of a provider of a Competing Product, unless Kentucky AI has agreed in writing first.

(f) Benchmark for publication or for a competitor. Run benchmarks, comparative tests or competitive analyses of the Service and then publish or distribute the results, or give them to anyone who offers or is developing a Competing Product, without Kentucky AI's prior written consent. Customer may test the Service internally to decide whether it meets Customer's needs, as long as the results stay confidential.

(g) Scrape or automate outside the Agent Interfaces. Use scrapers, crawlers, spiders, bots, headless browsers, robotic process automation or any other automated means to access the Service, drive its interface, or extract content, except through the Agent Interfaces within their rate limits. Bulk-copying the Documentation or other Proprietary Materials is also prohibited. Exporting Customer's own Customer Data through the Service's export features is permitted.

(h) Frame or mirror. Frame, mirror, proxy or embed any part of the Service in another website, application or service.

(i) Resell or give access to others. Sell, resell, rent, lease, sublicense, lend, time-share, white-label, or offer the Service as a service bureau or hosted service, or otherwise make the Service available to anyone other than Authorized Users.

(j) Get around limits or security. Bypass, disable or interfere with authentication, access controls, Tenant isolation, Seat limits, rate limits, usage limits, feature gates, license checks or other security or usage controls; access or try to access another customer's Tenant or data; or use another person's account or token.

(k) Probe for vulnerabilities. Scan, probe, penetration-test or otherwise test the Service for vulnerabilities without Kentucky AI's written authorization. Responsible disclosure: if you find a security issue, report it to michael@kentucky-ai.com with enough detail to reproduce it. Do not access, change or keep data beyond what is needed to show the issue, do not disrupt the Service, and do not disclose the issue publicly until Kentucky AI has fixed it or 90 days have passed since your report, whichever comes first. Kentucky AI will not treat a good-faith report made this way as a breach of these Terms.

(l) Remove notices. Remove, hide or alter any proprietary notice, label, watermark or version marking in the Service, Documentation or exports.

(m) Overload or misuse. Interfere with or overload the Service or its infrastructure; upload malicious code; use the Service in violation of law or the AUP; or use the Service in any way other than as described in the Documentation.

3.2 Monitoring and verification. Kentucky AI may review Usage Data and access logs to operate the Service and enforce these Terms. On reasonable request, Customer will confirm in writing, signed by an officer, that it is complying with this Section 3.

3.3 Consequences. A breach of this Section 3 is a material breach. Kentucky AI may suspend access immediately (Section 10.8), terminate (Section 11.2), and seek injunctive relief (Section 12). Section 9.4 (liability cap) does not limit Customer's liability for breaching this Section 3.

4. Ownership

4.1 Kentucky AI owns the Service. Kentucky AI and its licensors own all right, title and interest, including all intellectual property rights, in and to the Proprietary Materials. The Service is provided on a subscription basis, not sold. Customer receives only the rights expressly stated in Section 2.

4.2 Improvements. Kentucky AI owns all improvements, enhancements, modifications and derivative works of the Proprietary Materials, no matter who creates them or what they are based on, including improvements that reflect Feedback, Usage Data, or aggregate and de-identified data described in Section 4.3. If any right in such an improvement would otherwise belong to Customer, Customer assigns that right to Kentucky AI. This Section 4.2 does not give Kentucky AI ownership of Customer Data.

4.3 Usage Data and de-identified data. Kentucky AI may collect and use Usage Data, and may create aggregate, de-identified statistics, to operate, secure, support, maintain, analyze and improve its products and services and to develop new ones. De-identified statistics will not identify Customer, any Authorized User or any project, and will not contain the contents of Customer Data (such as plan images, text, quantities tied to a project, or pricing). This Section does not permit training models on Customer Data; Section 5.3 governs that.

4.4 Trade secrets. Customer acknowledges that the non-public parts of the Proprietary Materials, including how the Service's engines, models and AI Assistant work, are valuable trade secrets of Kentucky AI.

4.5 Feedback. Customer is not required to give Feedback. If it does, Customer grants Kentucky AI a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable license to use, copy, modify, disclose and commercialize that Feedback for any purpose, without obligation or payment to Customer. Feedback is not Customer's Confidential Information. Feedback does not include Customer Data, and this license does not cover Customer Data.

4.6 Names and logos. Neither party may use the other's name, logo or trademarks without permission, except that Kentucky AI may list Customer as a customer with Customer's prior consent (email is enough), and Customer may say it uses OpenTakeoff.

4.7 Reservation of rights. All rights not expressly granted in these Terms are reserved by Kentucky AI. No license or right is granted by implication, estoppel or otherwise.

5. Customer Data

5.1 Customer owns its data. As between the parties, Customer owns its Customer Data, including its uploads and its Customer Outputs. Kentucky AI claims no ownership of Customer Data. Customer Outputs may contain elements of the Proprietary Materials, such as report layouts or file formats; Kentucky AI keeps ownership of those elements and grants Customer a perpetual, royalty-free right to use them as part of the Customer Outputs in Customer's business, subject to Section 3.

5.2 The license Kentucky AI needs. Customer grants Kentucky AI a worldwide, non-exclusive, royalty-free license, during the Subscription Term and the deletion period in Section 5.7, to host, store, copy, process, transmit, display and back up Customer Data, and to send it to the AI Provider when Customer or its Authorized Users or agents use AI features, solely to provide, maintain, support and secure the Service, to prevent abuse, and to comply with law. Kentucky AI will not sell Customer Data, publish it, or use it in marketing. Kentucky AI personnel access Customer Data only when needed to provide support Customer requests, to keep the Service secure and running, or to comply with law.

5.3 AI training. Kentucky AI will not use Customer Data, including uploaded plans and specifications, Customer Outputs, and corrections or edits Customer makes in the Service, to train or fine-tune any machine-learning model, or add Customer Data to any training or evaluation dataset, unless Customer opts in in writing. An opt-in must be a signed document or an in-product setting that plainly says Customer Data will be used for training. Customer may withdraw an opt-in at any time for data going forward.

Kentucky AI uses the AI Provider under terms that do not permit it to train its models on the data the Service sends it (Section 7).

5.4 Customer's responsibilities for its data. Customer represents that it has all rights and permissions needed to upload Customer Data, to have Kentucky AI process it under these Terms, including through the AI Provider, including under any copyright in drawings held by architects or engineers and any confidentiality terms in bid documents. Customer will not upload: government identification numbers, health information, payment card data, classified information, or export-controlled technical data (including ITAR-controlled drawings) or Controlled Unclassified Information, unless Kentucky AI has agreed in writing first.

5.5 Security. Kentucky AI will maintain commercially reasonable administrative, technical and physical safeguards designed to protect Customer Data, including running each customer in its own Tenant (its own process, data folder and encrypted backup bucket), encrypting backups and archives, and limiting personnel access. No system is perfectly secure, and Kentucky AI does not guarantee that Customer Data will never be accessed without authorization. If Kentucky AI confirms unauthorized access to Customer Data in its systems, it will notify Customer without undue delay and share the information it reasonably can about the incident.

5.6 Export. During the Subscription Term, Customer can export Customer Data with the Service's export features. After a trial or subscription ends, the workspace stays readable for 30 days so Customer can download every project. Customer may also request an export by email to michael@kentucky-ai.com while its data is held under Section 5.7, and Kentucky AI will provide one within a reasonable time, as the original uploaded files plus the project data in a documented format.

5.7 Archive and deletion after termination. When a trial or subscription ends, the workspace becomes read-only for 30 days (60 days after an unpaid subscription lapses). Kentucky AI then takes the workspace offline and keeps an encrypted archive of Customer Data for 12 months, so that Customer can come back and restore it by subscribing, and then deletes it. Customer may ask Kentucky AI by email to delete Customer Data sooner. Routine encrypted backups age out on Kentucky AI's normal schedule (about eight weeks) and are used only for disaster recovery. Kentucky AI may keep Customer Data longer only where law requires, and then only for that purpose. Usage Data and de-identified statistics under Section 4.3 are not subject to deletion. On request, Kentucky AI will confirm deletion in writing.

5.8 Legal demands. If Kentucky AI receives a subpoena, court order or other legal demand for Customer Data, it will notify Customer before disclosing (unless the law forbids notice) so that Customer can seek protection, and will disclose only what is legally required.

6. Confidentiality

6.1 What is confidential. "Confidential Information" means non-public information that one party (the "Discloser") gives to the other (the "Recipient") that is marked confidential or that a reasonable person would understand to be confidential. Kentucky AI's Confidential Information includes the non-public parts of the Proprietary Materials; unreleased and beta features; product roadmaps; demos; non-public Documentation; pricing, discounts and Order Form terms; security information; and non-public details of how the Service, its engines, models and AI Assistant work. Customer's Confidential Information includes Customer Data.

6.2 What is not confidential. Confidential Information does not include information that the Recipient can show (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidentiality; (c) the Recipient developed independently without using the Discloser's information; or (d) the Recipient received from someone else who had the right to share it.

6.3 Obligations. The Recipient will (a) use the Discloser's Confidential Information only to perform under or exercise its rights under these Terms; (b) protect it with at least reasonable care, and no less care than it uses for its own similar information; and (c) share it only with its employees, contractors and professional advisers who need it for those purposes and are bound by confidentiality obligations at least as protective as these. The Recipient is responsible for those people.

6.4 Required disclosure. The Recipient may disclose Confidential Information if the law requires it, after giving the Discloser prompt notice (where legally allowed) and reasonable help, at the Discloser's cost, to seek protective treatment. It will disclose only what is required.

6.5 Duration. These obligations last during the Subscription Term and for five years after it ends. For trade secrets, they last for as long as the information remains a trade secret under applicable law. Customer Data is also governed by Section 5.

6.6 Return or destruction. When these Terms end, or on the Discloser's request, the Recipient will return or destroy the Discloser's Confidential Information, except copies kept in routine backups or as required by law, which remain subject to this Section 6. Section 5 governs Customer Data.

6.7 No residuals. Neither party gains a right to use the other's Confidential Information because its people remember it.

7. AI Features and Third-Party Services

7.1 AI is included. The AI Assistant and other AI features are part of the Service. Kentucky AI provides them through its own account with the AI Provider; Customer does not need its own AI account or key, and the Service does not accept one.

7.2 AI Allowance. Each plan includes an AI Allowance for each billing period, and the trial includes a smaller one. When the allowance is used up, AI features pause until the next billing period (or, for a trial, until Customer subscribes); manual takeoff and every other feature keep working. Kentucky AI never charges for AI use automatically: on a paid plan, Customer may choose to buy Credit Packs under Section 10.11, and nothing beyond the plan and any Credit Packs Customer buys is charged. Kentucky AI may adjust how the allowance is measured, but will not reduce a paid plan's allowance during a billing period Customer has already paid for.

7.3 What gets sent. Using AI features sends parts of Customer Data, such as sheet images, extracted text, project data and user instructions, to the AI Provider. The AI Provider processes that data for Kentucky AI as a service provider, under terms that do not permit it to train its models on that data. Customer decides when to use AI features and is responsible for having the right to send that data (Section 5.4).

7.4 Provider availability and output. Kentucky AI is not responsible for AI Provider outages, rate limits or model changes, or for the content of model responses. If the AI Provider is unavailable, AI features may not work; the rest of the Service is not affected by that alone. Kentucky AI may change AI Providers or models to keep the Service working, without reducing the plan's AI Allowance.

7.5 Other third-party services. If Customer connects any other third-party service to the Service, that service is governed by Customer's agreement with its provider, and Kentucky AI is not responsible for it.

7.6 Kentucky AI's own service providers. Kentucky AI uses its own service providers to run the Service, listed in Section 4 of the OpenTakeoff Privacy Notice, published with these Terms. Kentucky AI is responsible for their performance of its obligations under these Terms.

8. Construction Estimating: Your Professional Judgment Controls

8.1 The Service is a tool. OpenTakeoff helps estimators work faster. It does not replace an estimator's judgment. Scale calibrations, measurements, areas, lengths, counts, room and boundary detection, derived quantities (such as base and transitions), waste factors, schedule and specification readings, AI Assistant suggestions and actions, draft RFIs and estimates may be incomplete or wrong.

8.2 Customer reviews everything. Customer is responsible for verifying scale, reviewing every quantity and suggestion, checking them against the drawings, specifications and addenda, and applying its own judgment on scope, waste, pricing, labor and exclusions. Customer alone is responsible for its takeoffs, estimates, bids, proposals, submissions, RFIs, change orders and contracts, and for anything it sends to others.

8.3 The drawings are not Kentucky AI's. Kentucky AI is not responsible for the content, accuracy, completeness, legibility, scale, revisions or internal conflicts of any drawings or specifications, or for errors that arise from them.

8.4 AI Assistant and agent actions. The AI Assistant and Customer's agents can create, change and delete shapes, conditions and other project data when an Authorized User or agent directs them to. They can make mistakes. Customer is responsible for the instructions it gives and for reviewing the results. Undo, history and proposal-review features are conveniences and do not guarantee that every change can be reversed.

8.5 No liability for bid outcomes. To the fullest extent the law allows, Kentucky AI is not liable for bid errors, missed or excluded scope, quantity errors, lost bids, bids won at a loss, denied change orders, backcharges, material shortages or overages, schedule delays, or any result of relying on the Service without the review described in Section 8.2.

8.6 Not professional services. The Service does not provide engineering, architectural, legal, accounting or other professional advice, and Kentucky AI does not act as a licensed design professional.

9. Warranties, Disclaimers, Limitation of Liability and Indemnity

9.1 Limited warranty. Kentucky AI warrants that, during a paid Subscription Term, the Service will perform materially as described in the Documentation. If it does not, and Customer tells Kentucky AI in writing with enough detail to reproduce the problem, Kentucky AI will use reasonable efforts to fix it. If Kentucky AI cannot fix it within 30 days, Customer may terminate the affected subscription and receive a prorated refund of prepaid Fees for the unused part of the term. This is Customer's only remedy for breach of this warranty. This warranty does not apply to beta features, to AI Provider output, or to problems caused by Customer Data, misuse, or third-party services.

9.2 Disclaimer. EXCEPT AS STATED IN SECTION 9.1, THE SERVICE, CUSTOMER OUTPUTS AND ALL AI FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE." KENTUCKY AI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. KENTUCKY AI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DATA WILL NEVER BE LOST, OR THAT ANY QUANTITY, MEASUREMENT, ESTIMATE OR AI OUTPUT WILL BE ACCURATE OR COMPLETE. AI OUTPUT IS PROBABILISTIC AND CAN BE WRONG.

9.3 Excluded damages. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BIDS OR CONTRACTS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, COST OF SUBSTITUTE SERVICES, OR LOSS OR CORRUPTION OF DATA (BEYOND RESTORING FROM AVAILABLE BACKUPS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

9.4 Liability cap. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES CUSTOMER PAID TO KENTUCKY AI UNDER THESE TERMS IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE LIABILITY, OR US$100, WHICHEVER IS GREATER.

9.5 Exceptions. Sections 9.3 and 9.4 do not limit: (a) Customer's obligation to pay Fees; (b) Customer's liability for breaching Section 3 (Restrictions) or Section 6 (Confidentiality), or for infringing or misappropriating Kentucky AI's intellectual property; (c) Customer's indemnity obligations under Section 9.7; or (d) liability for fraud, gross negligence or willful misconduct, or any other liability that cannot be limited by law. Kentucky AI's liability for any security incident involving Customer Data remains subject to Section 9.4.

9.6 Basis of the bargain. The disclaimers and limits in this Section 9 are an essential part of these Terms and are reflected in the Fees.

9.7 Customer indemnity. Customer will defend Kentucky AI and its affiliates, officers, employees and contractors against any third-party claim, and pay any resulting damages, fines, settlements and reasonable attorneys' fees, arising from: (a) Customer Data, including a claim that it infringes someone's rights or that Customer lacked the right to upload it or have it processed under these Terms; (b) Customer's use of the Service or Customer Outputs, including claims by general contractors, owners or others relating to Customer's bids, estimates, proposals or work; (c) breach of Section 3 or the AUP; (d) violation of law; (e) third-party services Customer connects to the Service; or (f) anyone using Customer's credentials or tokens.

9.8 [Reserved.]

9.9 Indemnity process. The party seeking defense will give prompt written notice of the claim (a delay excuses the other party only to the extent it is harmed by it), let the defending party control the defense and settlement, and give reasonable cooperation at the defending party's cost. The defending party may not settle a claim in a way that admits fault by, or imposes an obligation (other than payment it covers) on, the other party without that party's consent.

10. Fees, Payment, Renewal and Suspension

10.1 Plans and Fees. Fees are stated in the Order Form. The plans are: Individual Pro, US$99 per month for 1 Seat; and Team Pro, US$299 per month for 3 Seats, with additional Seats at US$89 per Seat per month. Each plan includes monthly AI credits: 300 for Individual Pro and 800 for Team Pro, shared by the Team's Seats, plus 250 for each additional Team Seat. The 7-day trial includes 50 AI credits. AI operations consume fractional credits based on usage; unused monthly credits reset at the end of the displayed period. Plans are billed monthly in advance. Volume and annual terms are available by quote. Seats added during a term are charged prorated to the end of the current billing period. Seats may be reduced only at renewal.

10.2 Payment. Fees are due in advance for each billing period, by card through Kentucky AI's payment processor, Stripe, or by invoice payable within 30 days of the invoice date. By providing a card, Customer authorizes recurring charges for its subscription until it cancels. All Fees are in US dollars.

10.3 Taxes. Fees do not include taxes. Customer pays all sales, use, value-added, withholding and similar taxes on its purchases, except taxes on Kentucky AI's income. If Kentucky AI must collect a tax, it will appear on the invoice unless Customer provides a valid exemption certificate.

10.4 Automatic renewal. Subscriptions renew automatically for the same length as the current term (monthly for monthly plans, one year for annual plans) unless either party cancels before the renewal date. Customer can cancel a monthly plan at any time before the next billing date. For an annual plan, the cancellation notice must be given at least 30 days before the renewal date, and Kentucky AI will send a renewal reminder to Customer's billing contact at least 30 days before that date. Kentucky AI may change Fees for a renewal term by giving at least 30 days' notice before the renewal date.

10.5 Non-refundable. Fees are non-cancellable and non-refundable, except: (a) a prorated refund of prepaid Fees for the unused part of the term when Customer terminates for Kentucky AI's uncured material breach (Section 11.2), under Section 2.8, under Section 9.1, when Kentucky AI terminates for convenience (Section 11.3), or when Customer rejects a material change to these Terms (Section 14.6); or (b) where the law requires a refund. There are no refunds for partial months, unused Seats, or termination for Customer's breach.

10.6 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the highest rate the law allows, from the due date until paid. Customer will pay reasonable costs of collection, including attorneys' fees.

10.7 Billing disputes. Customer must raise any billing dispute in writing within 30 days of the charge or invoice. The parties will work in good faith to resolve it, and Kentucky AI will not suspend for an amount Customer disputes in good faith while that is happening.

10.8 Suspension. Kentucky AI may suspend Customer's access, in whole or in part: (a) if undisputed Fees are more than 10 days overdue after Kentucky AI gives written notice; (b) immediately and without prior notice if Kentucky AI reasonably believes Customer or its Authorized Users or agents have breached Section 3 or the AUP, or that Customer's use threatens the security, integrity, Tenant isolation or availability of the Service or creates legal exposure for Kentucky AI; or (c) where the law requires. Kentucky AI will limit a suspension to what is reasonably needed, tell Customer the reason when it can, and restore access promptly once the issue is resolved. Fees continue to accrue during a suspension under (a) or (b). Suspension does not delete Customer Data.

10.9 Trials. If Kentucky AI offers a free trial, the trial lasts for the period stated at sign-up, these Terms apply to it (except that Section 9.1 does not), and Kentucky AI may end it at any time. When a trial ends without a subscription, the workspace becomes read-only and Customer Data is then archived and deleted as described in Section 5.7.

10.10 Card on file and conversion. Starting a trial requires Customer to provide a payment card. Nothing is charged during the trial. When the trial ends, the card is charged the then-current monthly Fee for the plan Customer chose at sign-up, and the subscription then renews monthly under Section 10.4 until cancelled. Kentucky AI will email Customer at least two days before the trial ends stating the amount, the date of the first charge and how to cancel. Customer may cancel at any time before the trial ends, in the Service (Billing) or by email to michael@kentucky-ai.com, and will not be charged. During the trial the trial limits stated at sign-up apply; the full plan allowance begins once the first payment succeeds.

10.11 Credit Packs. On an active paid plan, Customer may buy AI credit packs when offered in Billing. Extra credits cost US$1 per credit plus applicable taxes, charged once. The number of credits and total price are shown before purchase. Purchased credits are used after monthly plan credits and carry over until used or 12 months after purchase, whichever comes first. They have no cash value, cannot be transferred, and require an active paid plan to use; ending the subscription does not shorten their 12-month validity. Except where the law requires otherwise, purchased credits are non-refundable; contact support within 30 days about a payment error.

11. Term and Termination

11.1 Term. These Terms start when Customer accepts them and continue until every subscription under them has ended or they are terminated.

11.2 Termination for cause. Either party may terminate these Terms or an affected subscription by written notice if the other party materially breaches them and does not cure the breach within 30 days after receiving written notice describing it. Kentucky AI may also terminate immediately by written notice if Customer: (a) breaches Section 3 or Section 6; (b) seriously or repeatedly violates the AUP; (c) leaves Fees unpaid for more than 30 days after a suspension under Section 10.8(a); or (d) becomes, is acquired by, or begins acting for a provider of a Competing Product. Either party may terminate immediately if the other becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of bankruptcy, receivership or similar proceedings that are not dismissed within 60 days.

11.3 Termination for convenience by Kentucky AI. Kentucky AI may terminate these Terms or any subscription for any reason on at least 30 days' written notice, and will refund prepaid Fees for the unused part of the term.

11.4 Customer cancellation. Customer may cancel renewal at any time in the Service or by email to michael@kentucky-ai.com. Access continues until the end of the period already paid for.

11.5 Effect of termination. When these Terms or a subscription end: (a) Customer's rights under Section 2 end and Customer must stop using the Service; (b) Customer must pay all Fees accrued through the end date; (c) Customer Data is made available for export, archived and deleted as described in Sections 5.6 and 5.7; and (d) each party returns or destroys the other's Confidential Information under Section 6.6.

11.6 Survival. These Sections survive termination or expiration: 1.6 (Definitions), 3 (Restrictions), 4 (Ownership), 5.6 through 5.8, 6 (Confidentiality), 7.3 and 7.4, 8 (Professional Judgment), 9 (Warranties, Liability and Indemnity), 10 (for unpaid Fees), 11.5 and 11.6, 12 (Injunctive Relief), 13 (Governing Law and Disputes) and 14 (General). Sections 3.1(d) and 3.1(e), as they apply to general skills and knowledge not involving Confidential Information, survive for two years after termination; as they apply to Confidential Information and trade secrets, they survive for as long as Section 6 applies.

12. Injunctive Relief

A breach or threatened breach of Section 3 (Restrictions), Section 4 (Ownership) or Section 6 (Confidentiality) may cause the non-breaching party irreparable harm that money damages cannot adequately remedy. The non-breaching party may seek a temporary restraining order, preliminary or permanent injunction, specific performance or other equitable relief in any court of competent jurisdiction, without having to prove actual damages and, where the law permits, without posting a bond or other security (or with the minimum bond the law requires). This right is in addition to every other remedy and is not subject to Section 13.3.

13. Governing Law and Disputes

13.1 Governing law. The laws of the Commonwealth of Kentucky and applicable United States federal law govern these Terms, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Venue. Except as stated in Section 12, the state and federal courts located in Jefferson County, Kentucky (including the Jefferson Circuit Court and the United States District Court for the Western District of Kentucky, Louisville Division) have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service. Each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

13.3 Try to resolve it first. Before starting a lawsuit, a party must give the other written notice describing the dispute, and the parties will try in good faith to resolve it for 30 days. This does not apply to claims for injunctive relief under Section 12 or to collection of unpaid Fees.

13.4 [Reserved.]

13.5 Jury-trial waiver. To the extent the law allows, each party waives its right to a jury trial in any lawsuit arising out of or relating to these Terms or the Service.

13.6 Time to bring claims. To the extent the law allows, any claim arising out of or relating to these Terms must be brought within one year after the claim arises, except claims for unpaid Fees or for breach of Section 3, 4 or 6.

13.7 Attorneys' fees. In any action to enforce these Terms, the prevailing party may recover its reasonable attorneys' fees and costs.

14. General

14.1 Export and sanctions. Each party will comply with U.S. export control and economic sanctions laws, including the Export Administration Regulations and regulations administered by the Office of Foreign Assets Control. Customer represents that it and its Authorized Users are not located in a comprehensively embargoed country or region and are not on any U.S. restricted-party list, and will not use the Service to store, process or transfer export-controlled technical data without Kentucky AI's prior written agreement.

14.2 U.S. government users. The Service and Documentation are "commercial products," "commercial computer software" and "commercial computer software documentation" as those terms are used in the Federal Acquisition Regulation (including 48 C.F.R. 2.101 and 12.212) and the Defense Federal Acquisition Regulation Supplement (including 48 C.F.R. 227.7202). Government users receive only the rights granted to all customers in these Terms.

14.3 Assignment. Customer may not assign or transfer these Terms without Kentucky AI's prior written consent, except to a successor in a merger, acquisition or sale of all or substantially all of Customer's business or assets, after written notice, and only if the successor is not a provider of a Competing Product. Kentucky AI may assign these Terms to an affiliate or to a successor in a merger, acquisition, reorganization or sale of all or substantially all of its business or assets. Any other attempted assignment is void. These Terms bind permitted successors and assigns.

14.4 Notices. Notices to Kentucky AI go to michael@kentucky-ai.com. Kentucky AI will provide a postal address for service of legal process on request. Notices to Customer go to the email address of Customer's account owner or billing contact. Email notices are effective when sent, unless the sender receives a delivery failure. Notices of breach, termination or a legal dispute should also be sent by a method that confirms delivery.

14.5 Entire agreement. These Terms, including the AUP and any Order Form, are the entire agreement between the parties about the Service and replace all earlier or simultaneous proposals, discussions and agreements about it. Terms in a Customer purchase order or vendor form do not apply, even if Kentucky AI accepts or signs that document.

14.6 Changes to these Terms. Kentucky AI may update these Terms. For a material change, Kentucky AI will give at least 30 days' notice before it takes effect, by email to Customer's account owner and by notice in the Service. Continuing to use the Service after a change takes effect means Customer accepts it. If Customer objects to a material change, it may terminate the affected subscription by notice before the change takes effect and receive a prorated refund of prepaid Fees for the unused part of the term. Non-material changes (such as clarifications or updated contact details) take effect when posted. Changes required by law may take effect sooner if the law requires. A change does not apply to a dispute that a party has already given notice of under Section 13.3.

14.7 Force majeure. Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, labor actions, government action, failures of utilities, the internet, hosting or cloud providers, or the AI Provider, or cyberattacks that occur despite reasonable safeguards. This does not excuse Customer's obligation to pay Fees.

14.8 Severability. If any provision of these Terms is found unenforceable, it will be enforced to the maximum extent permitted, and if necessary narrowed (for example, in scope or duration) rather than removed, and the rest of these Terms will remain in effect. This applies especially to Section 3.

14.9 No waiver. A party's failure or delay in enforcing a provision is not a waiver of it. A waiver must be in writing and signed by the waiving party.

14.10 Relationship of the parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency or employment relationship. There are no third-party beneficiaries of these Terms, except the persons protected by Section 9.7.

14.11 Electronic acceptance and interpretation. Clicking to accept these Terms is a valid electronic signature, and electronic records of acceptance are valid evidence of it. Headings are for convenience only. "Including" means "including without limitation." These Terms will not be construed against either party because that party drafted them. These Terms are written in English, and the English version controls.

Appendix A. Acceptable Use Policy

This Acceptable Use Policy (AUP) is part of the OpenTakeoff Terms of Service. It applies to Customer, every Authorized User, and every agent, script or tool acting through Customer's accounts or tokens.

A.1 Content you may not upload or store

A.2 Conduct that is not allowed

A.3 Agents and automation

A.4 AI features

A.5 Security reports. Report vulnerabilities to michael@kentucky-ai.com under the responsible-disclosure terms in Section 3.1(k) of the Terms.

A.6 Copyright complaints. If you believe content in the Service infringes your copyright, send a notice to michael@kentucky-ai.com identifying the work, the material you believe infringes, your contact information, and a statement that you have a good-faith belief the use is not authorized.

A.7 Enforcement. Kentucky AI may investigate suspected violations; remove or disable content; throttle, suspend or terminate access under the Terms; and report unlawful activity to law enforcement. Kentucky AI will tell Customer what happened and why when it reasonably can.

Questions about these Terms: michael@kentucky-ai.com

Quis Ut Deus LLC, doing business as Kentucky AI · Louisville, Kentucky, USA · v1.0