Terms of Service

Preamble & Acceptance of Terms

PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT" OR "TERMS") CAREFULLY BEFORE ACCESSING OR USING THE PERCHOS PLATFORM, SOFTWARE, APIs, OR ANY RELATED SERVICES (COLLECTIVELY, THE "SERVICES"). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND PERCHOS, INC., A DELAWARE CORPORATION.

By clicking "I Agree," accessing the Services, creating an account, or otherwise using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Data Processing Agreement (where applicable), and all other policies incorporated herein by reference.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

PerchOS reserves the right to modify these Terms at any time. Continued use of the Services following notice of changes constitutes acceptance of the revised Terms.

Section 1 — Definitions

As used throughout this Agreement, the following terms shall have the meanings set forth below:

1.1 Core Platform Terms

"PerchOS" or "Platform"

The AI-native construction management SaaS platform, including all web-based interfaces, mobile applications, APIs, developer tools, AI/ML models, databases, and associated services provided by PerchOS, Inc.

"Buyer Intelligence Engine" or "BIE"

The AI-powered analytics module within PerchOS that processes buyer behavior, preferences, selections, and decision data to generate predictive insights and recommendations.

"Subcontractor Intelligence Engine" or "SIE"

The module that aggregates, analyzes, and benchmarks subcontractor performance, pricing, availability, and reliability data across the PerchOS network.

"Predictive Cost Engine" or "PCE"

The AI module that generates construction cost estimates, variance analyses, and budget projections based on historical and real-time data.

"Institutional Memory Engine"

The proprietary system that captures, indexes, and surfaces organizational knowledge from construction projects, including decisions, communications, documents, and outcomes.

"Builder Data"

All construction project data, subcontractor records, cost data, schedule data, buyer selection records, permit data, and related information uploaded, inputted, or generated by a Builder User on the Platform.

"Network Intelligence Data"

Anonymized, aggregated, and de-identified insights derived from Builder Data across the PerchOS user network, which PerchOS may use to improve Services and generate benchmarks.

1.2 User Classifications

"Builder User"

A residential home builder company, its employees, and authorized personnel who access the Platform under a paid subscription.

"Authorized User"

Any individual granted access to the Platform by a Builder User, including employees, contractors, and designated third-party collaborators.

"Buyer"

An end-customer of a Builder User whose data may be processed through the Platform solely in connection with the Builder's use of the Services.

"Subcontractor"

Any trade contractor, vendor, or supplier whose data may be entered into or processed by the Platform.

"Administrator"

The designated account owner within a Builder User organization with full administrative privileges.

1.3 Commercial Terms

"Subscription"

A paid plan granting access to specified Platform features for a defined term.

"Subscription Fees"

Recurring fees payable for access to the Platform.

"Performance Fee"

Any additional fees calculated as a percentage of verified cost savings or project value, as specified in an applicable Order Form.

"Order Form"

A written or electronic agreement specifying the Subscription tier, fees, term, and any special terms.

"Professional Services"

Implementation, training, consulting, or custom development services provided by PerchOS separate from the Subscription.

Section 2 — Account Registration & Eligibility

2.1 Eligibility Requirements

To access the Services, you must: (a) be at least 18 years of age; (b) have the legal capacity to enter binding contracts; (c) be a licensed or operating construction or real estate business entity where licensure is required by applicable law; and (d) provide accurate, complete, and current registration information.

2.2 Account Responsibilities

You are solely responsible for: (i) maintaining the confidentiality of your account credentials; (ii) all activity occurring under your account; (iii) immediately notifying PerchOS of any unauthorized access or security breach; and (iv) ensuring all Authorized Users comply with these Terms.

2.3 Account Accuracy

You agree to maintain accurate account and billing information at all times. PerchOS reserves the right to suspend or terminate accounts that contain materially false or misleading information.

2.4 One Account Per Entity

Each Builder User entity may maintain only one primary account. Sharing account credentials across multiple organizations is strictly prohibited. PerchOS may assign separate sub-accounts for individual Authorized Users within a single Builder User organization.

2.5 Government and Regulated Users

If you are a governmental entity or subject to special regulatory requirements, you must notify PerchOS prior to account creation. PerchOS makes no representation that the Services satisfy all requirements applicable to regulated entities.

Section 3 — Description of Services

3.1 Core Platform Modules

Subject to these Terms and payment of applicable fees, PerchOS grants Builder Users access to the following modules based on their Subscription tier:

• Project Management: Job creation, task tracking, milestone management, and schedule visualization.
• Purchase Order Management: PO creation, approval workflows, vendor management, and cost coding.
• Change Order Management: Change order requests, approvals, documentation, and cost impact tracking.
• Buyer Selections & Decision Tracker: Client-facing selection portals, approval workflows, and decision documentation.
• Permitting Coordination: Permit tracking, document management, jurisdictional deadline management, and status reporting.
• Subcontractor Management: Bid solicitation, RFQ workflows, performance scoring, and contact management.
• Cost Budget & Variance Reporting: Budget creation, actual cost tracking, and variance analytics.
• Buyer Intelligence Engine (BIE): AI-powered buyer behavior analytics, preference modeling, and decision prediction.
• Subcontractor Intelligence Engine (SIE): Benchmarking, reliability scoring, and network-wide subcontractor analytics.
• Predictive Cost Engine (PCE): AI-generated cost estimates and budget forecasting.
• Document Management: Cloud storage, version control, and document sharing for construction documents.
• Client Communication Portal: Buyer-facing communication, progress updates, and document delivery.

3.2 AI-Powered Features

Certain features of the Platform utilize artificial intelligence and machine learning models, including large language models and predictive analytics. You acknowledge and agree that:

• AI-generated outputs, recommendations, estimates, and predictions are provided for informational and decision-support purposes only.
• AI outputs do not constitute professional engineering, architectural, legal, financial, or licensed contracting advice.
• You are solely responsible for independently verifying AI-generated content before acting upon it.
• AI model outputs may contain errors, omissions, or inaccuracies, and PerchOS makes no warranty as to the accuracy, completeness, or fitness for purpose of any AI-generated output.
• PerchOS may use your Builder Data in anonymized, aggregated form to train, improve, and refine AI models, subject to Section 6 (Data Rights & Privacy).

3.3 API Access

PerchOS may provide API access to eligible Subscribers. API usage is subject to rate limits, authentication requirements, and the API-specific addendum to these Terms. You may not resell, sublicense, or otherwise commercialize API access without written consent from PerchOS.

3.4 Third-Party Integrations

The Platform may integrate with third-party services including but not limited to accounting software, CRM platforms, document storage services, and communication tools. PerchOS does not warrant the availability, accuracy, or performance of third-party integrations. Your use of integrated third-party services is governed by the respective third-party terms of service.

3.5 Beta Features

PerchOS may offer beta, preview, or early-access features ("Beta Features"). Beta Features are provided AS-IS without warranty of any kind, may be discontinued at any time without notice, and should not be used for production-critical workflows without independent verification. Feedback provided regarding Beta Features may be used by PerchOS without restriction or compensation.

3.6 Service Modifications

PerchOS reserves the right to modify, enhance, or discontinue any feature or aspect of the Services at any time. For material reductions in functionality affecting paid Subscriptions, PerchOS will provide at least thirty (30) days' prior written notice.

Section 4 — Subscriptions, Fees & Payment

4.1 Subscription Tiers

PerchOS offers multiple Subscription tiers as described on the PerchOS website or applicable Order Form. Tier availability, features, and pricing are subject to change with notice as provided herein.

4.2 Subscription Fees

Subscription Fees are due in advance on a monthly or annual basis as specified in your Order Form. All fees are non-refundable except as expressly provided herein or required by applicable law.

4.3 Performance Fees

Certain Subscription tiers include a Performance Fee calculated as a percentage of verified cost savings, efficiency gains, or total project value, as defined in the applicable Order Form. Performance Fees are calculated quarterly and payable within fifteen (15) days of invoice. Disputes regarding Performance Fee calculations must be raised within thirty (30) days of invoice.

4.4 Payment Methods & Auto-Renewal

By providing a payment method, you authorize PerchOS to charge all applicable fees. Subscriptions automatically renew at the end of each billing period unless cancelled pursuant to Section 4.9. You must keep billing information current; PerchOS is not responsible for Service interruptions caused by failed payments.

4.5 Late Payments

Amounts past due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. PerchOS may suspend access to the Services for accounts more than fifteen (15) days past due following written notice.

4.6 Taxes

All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments. You are responsible for all taxes associated with your use of the Services, excluding taxes on PerchOS's net income.

4.7 Price Changes

PerchOS may change Subscription pricing upon sixty (60) days' prior written notice. Price changes take effect at the next renewal period. Continued use following a price change constitutes acceptance of the new pricing.

4.8 Free Trials

PerchOS may offer limited free trials. At the conclusion of a trial, your account will automatically convert to a paid Subscription unless you cancel prior to the trial end date. PerchOS reserves the right to terminate free trials at any time.

4.9 Cancellation

You may cancel your Subscription at any time by contacting PerchOS support or through your account settings. Cancellation takes effect at the end of the then-current billing period. No refunds are issued for partial billing periods, except in cases where PerchOS terminates the Agreement without cause.

4.10 Disputed Charges

If you believe a charge is erroneous, you must notify PerchOS in writing within sixty (60) days of the charge date. Failure to timely dispute a charge constitutes your acceptance of that charge.

Section 5 — Intellectual Property Rights

5.1 PerchOS Ownership

PerchOS and its licensors retain all right, title, and interest in and to the Services, including all software, algorithms, AI/ML models, databases, interfaces, documentation, trademarks, trade secrets, and all intellectual property embodied therein ("PerchOS IP"). These Terms do not transfer any ownership interest in PerchOS IP to you.

5.2 License Grant to Builder Users

Subject to your compliance with these Terms and payment of applicable fees, PerchOS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription term solely for your internal business operations.

5.3 Restrictions

You shall not, and shall not permit others to:

• Copy, modify, adapt, translate, reverse engineer, disassemble, decompile, or create derivative works based on the Services or any component thereof.
• Attempt to access or derive source code, training data, model weights, or proprietary algorithms through any means.
• Scrape, crawl, or extract data from the Platform through automated means without written authorization.
• Frame, mirror, or create competitive intelligence tools based on the Services.
• Use the Services to build a competing product or service, or to assist any third party in doing so.
• Remove or alter any proprietary notices, branding, or watermarks on the Services.
• Access the Services through unauthorized means, including through bots, scripts, or automated agents.

5.4 Your Content License

You retain all ownership rights in Builder Data you submit to the Platform. By submitting Builder Data, you grant PerchOS a worldwide, royalty-free, non-exclusive license to host, store, process, analyze, transmit, display, and use your Builder Data solely to: (a) provide and improve the Services; (b) generate Network Intelligence Data as described in Section 6; and (c) comply with legal obligations.

5.5 Feedback

If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), you grant PerchOS a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback in any manner without obligation to you. Feedback does not constitute Confidential Information.

5.6 PerchOS Trademarks

"PerchOS," the PerchOS logo, "Buyer Intelligence Engine," "Subcontractor Intelligence Engine," "Predictive Cost Engine," and all related marks are trademarks of PerchOS, Inc. You may not use these marks without prior written approval, except as permitted by applicable law.

5.7 Open Source

The Services may incorporate open-source software components. Use of such components is governed by their respective open-source licenses. PerchOS will make a list of material open-source components available upon written request.

Section 6 — Data Rights, Privacy & Security

6.1 Privacy Policy

PerchOS's collection, use, and disclosure of personal information is governed by our Privacy Policy, available at perchos.io/privacy, which is incorporated into these Terms by reference.

6.2 Your Data Ownership

You own your Builder Data. PerchOS does not sell your identifiable Builder Data to third parties. PerchOS processes Builder Data as a data processor on your behalf for purposes of delivering the Services.

6.3 Network Intelligence & Aggregated Data

You acknowledge and agree that PerchOS may create, own, and commercialize Network Intelligence Data — anonymized, aggregated, and de-identified insights derived from Builder Data across the PerchOS user base. Network Intelligence Data does not personally identify you, your buyers, subcontractors, or projects. PerchOS's right to use Network Intelligence Data survives termination of your Subscription and constitutes a core element of PerchOS's value creation and business model.

6.4 AI Model Training

PerchOS may use anonymized and de-identified Builder Data to train, validate, and improve AI/ML models embedded in the Platform. PerchOS will not use identifiable project details, buyer personal information, or proprietary business data for AI training without your consent. You may opt out of AI training data contribution by contacting legal@perchos.io, subject to the understanding that opting out may affect your access to AI-powered features.

6.5 Buyer Data — Special Handling

Builder Data may include personal information about homebuyers ("Buyer PII"). You represent and warrant that: (a) you have obtained all necessary consents from Buyers to process their data through PerchOS; (b) your use of Buyer PII complies with applicable privacy laws including, where applicable, CCPA, GDPR, and Florida's Digital Bill of Rights; and (c) you will honor buyer data deletion requests and promptly notify PerchOS to facilitate deletion from the Platform.

6.6 Subcontractor Data

You represent that you have the right to submit subcontractor contact, pricing, performance, and operational data to the Platform. You indemnify PerchOS for any claims arising from your unauthorized submission of third-party data.

6.7 Data Security

PerchOS implements commercially reasonable administrative, technical, and physical safeguards designed to protect Builder Data against unauthorized access, disclosure, alteration, or destruction. These measures include encrypted data transmission (TLS), encrypted data at rest (AES-256), role-based access controls, regular security assessments, and incident response procedures. However, no security system is impenetrable and PerchOS cannot guarantee absolute security.

6.8 Data Breach Notification

In the event of a confirmed data breach affecting your Builder Data, PerchOS will notify you without undue delay and in compliance with applicable law, providing details necessary for you to fulfill your own breach notification obligations.

6.9 Data Retention & Deletion

Upon termination of your Subscription, PerchOS will retain your Builder Data for a period of ninety (90) days, during which you may export your data through Platform tools or by written request. Following the retention period, PerchOS will delete or anonymize your Builder Data in accordance with its data retention schedule, except as required by law or necessary for Network Intelligence purposes on a de-identified basis.

6.10 Data Portability

You have the right to export your Builder Data in standard formats (CSV, JSON, or PDF) at any time during your active Subscription. PerchOS will make data export functionality available and will not impose unreasonable barriers to data portability.

6.11 GDPR & International Data Transfers

To the extent PerchOS processes personal data subject to the GDPR, PerchOS acts as a data processor as defined therein. A Data Processing Agreement (DPA) is available upon request and will be executed for Subscribers whose Builder Data is subject to GDPR or similar regulations. International data transfers are conducted pursuant to applicable transfer mechanisms, including Standard Contractual Clauses.

6.12 Data Localization

PerchOS currently stores and processes data within the United States. If your regulatory environment requires data localization outside the United States, you must notify PerchOS prior to account creation, as PerchOS may not be able to accommodate all localization requirements.

Section 7 — Confidentiality

7.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation: Builder Data, PerchOS technology and architecture, pricing, business plans, AI model specifications, customer lists, and financial information.

7.2 Obligations

The Receiving Party agrees to: (a) hold Confidential Information in strict confidence using at least the same care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only as necessary to fulfill its obligations under these Terms; and (c) disclose Confidential Information only to employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than these Terms.

7.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

7.4 Legal Compulsion

If required by law, regulation, or court order to disclose Confidential Information, the Receiving Party will provide prompt notice to the Disclosing Party (to the extent legally permissible) and cooperate with the Disclosing Party's efforts to seek protective relief.

7.5 Duration

Confidentiality obligations survive termination of this Agreement for a period of five (5) years. Obligations regarding trade secrets survive indefinitely.

Section 8 — Acceptable Use Policy

8.1 Permitted Use

The Services are intended for legitimate residential construction management business operations. You agree to use the Services only for lawful purposes and in accordance with these Terms.

8.2 Prohibited Conduct

You shall not use the Services to:

• Violate any federal, state, local, or international law or regulation.
• Upload or transmit any content that is defamatory, obscene, fraudulent, or that infringes upon the rights of any third party.
• Interfere with or disrupt the integrity or performance of the Services or the data of other users.
• Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services.
• Introduce any virus, Trojan horse, worm, malware, or other harmful code.
• Use the Services to send unsolicited commercial communications (spam).
• Conduct competitive benchmarking of the Platform to develop competing products without PerchOS's written consent.
• Circumvent any technical limits, rate limiters, or security controls of the Services.
• Impersonate any person or entity or misrepresent your affiliation with any entity.
• Submit false, misleading, or fraudulent project data, cost information, or subcontractor records.
• Engage in any activity that could reasonably be expected to harm PerchOS's reputation, business relationships, or intellectual property.

8.3 Enforcement

PerchOS reserves the right to investigate suspected violations of this policy and may, at its sole discretion, suspend or terminate access, remove content, and report violations to law enforcement authorities. PerchOS is not obligated to pre-screen content but may do so.

8.4 User Responsibility for Authorized Users

You are responsible for ensuring all Authorized Users comply with these Terms. You will promptly revoke access for any Authorized User who violates these Terms.

Section 9 — Warranties & Disclaimers

9.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) performance under this Agreement will not violate any applicable law or any agreement with a third party; and (c) it will comply with all applicable laws in performing its obligations hereunder.

9.2 PerchOS Service Warranty

PerchOS warrants that the Services will perform materially in accordance with the applicable documentation during the Subscription term. As your sole remedy for breach of this warranty, PerchOS will use commercially reasonable efforts to correct the non-conforming functionality, or, if correction is not practicable, provide a pro-rated refund for the affected period.

9.3 Your Warranties

You warrant that: (a) you own or have the right to submit all Builder Data; (b) Builder Data does not infringe upon any third-party intellectual property, privacy, or other rights; (c) you have obtained all necessary consents for processing personal information through the Platform; and (d) your use of the Services complies with all applicable laws and regulations.

9.4 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. PERCHOS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; (c) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY AI-GENERATED OUTPUTS, COST ESTIMATES, PREDICTIONS, OR RECOMMENDATIONS; AND (d) WARRANTIES THAT DATA WILL NOT BE LOST OR CORRUPTED.

9.5 No Professional Advice

The Services do not constitute legal, financial, accounting, engineering, architectural, or licensed contracting advice. All AI-generated estimates, recommendations, and analyses are informational tools only. PerchOS strongly recommends that you consult qualified licensed professionals before making decisions based on Platform outputs.

Section 10 — Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PERCHOS NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR LOST CONSTRUCTION PROJECT VALUE, EVEN IF PERCHOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PERCHOS'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO PERCHOS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (b) ONE THOUSAND DOLLARS ($1,000.00).

10.3 Essential Basis

The parties acknowledge that the limitations of liability set forth in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. PerchOS would not provide the Services at the pricing offered without these limitations.

10.4 Exceptions

The limitations in this Section do not apply to: (a) either party's indemnification obligations; (b) either party's confidentiality obligations; (c) damages arising from gross negligence or willful misconduct; or (d) liability that cannot be excluded under applicable law.

10.5 Construction Industry Specific Risks

YOU EXPRESSLY ACKNOWLEDGE THAT CONSTRUCTION PROJECTS INVOLVE INHERENT RISKS INCLUDING BUT NOT LIMITED TO COST OVERRUNS, SCHEDULE DELAYS, SUBCONTRACTOR FAILURES, PERMIT DELAYS, AND MATERIAL SHORTAGES. PERCHOS IS NOT LIABLE FOR ANY LOSSES ARISING FROM CONSTRUCTION PROJECT OUTCOMES REGARDLESS OF WHETHER SUCH OUTCOMES WERE INFORMED BY PLATFORM DATA OR AI OUTPUTS.

Section 11 — Indemnification

11.1 Your Indemnification Obligations

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

• Your violation of these Terms.
• Your Builder Data, including any claim that Builder Data infringes or misappropriates any intellectual property, privacy, or other rights of a third party.
• Your unauthorized submission of buyer, subcontractor, or third-party personal information.
• Your breach of any applicable law, regulation, or licensing requirement.
• Any dispute between you and a buyer, subcontractor, employee, or other third party.
• Errors, omissions, or misrepresentations in construction project data submitted to the Platform.

11.2 PerchOS Indemnification Obligations

PerchOS will defend, indemnify, and hold you harmless from third-party claims alleging that the Services, as provided by PerchOS and used in accordance with these Terms, infringe any United States patent, copyright, trademark, or trade secret, provided that you: (a) promptly notify PerchOS of the claim; (b) grant PerchOS sole control over the defense; and (c) reasonably cooperate with PerchOS's defense.

11.3 IP Indemnification Exceptions

PerchOS has no indemnification obligation for infringement claims arising from: (a) your modifications to the Services; (b) your combination of the Services with third-party products or services; (c) your use of the Services in violation of these Terms; or (d) your Builder Data.

11.4 Indemnification Procedure

The indemnified party must promptly notify the indemnifying party of any claim, provided that failure to provide timely notice only reduces the indemnifying party's obligations to the extent of actual prejudice. The indemnifying party may not settle any claim in a manner that imposes obligations on the indemnified party without its prior written consent, which shall not be unreasonably withheld.

Section 12 — Term & Termination

12.1 Term

This Agreement commences on the date you first access the Services and continues until all Subscriptions have expired or been terminated.

12.2 Termination for Convenience

Either party may terminate this Agreement at any time upon thirty (30) days' written notice. Upon your termination for convenience, no refund of prepaid fees shall be due unless PerchOS terminates without cause.

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) business days of receiving written notice; (b) becomes insolvent or files for bankruptcy protection; (c) makes a general assignment for the benefit of creditors; or (d) ceases business operations.

12.4 Termination for Policy Violations

PerchOS may immediately suspend or terminate your access, without notice or refund, if you: (a) violate the Acceptable Use Policy; (b) use the Services to facilitate illegal activity; (c) engage in conduct that threatens the security, integrity, or reputation of PerchOS or its users; or (d) attempt to reverse-engineer, circumvent, or exploit the Platform.

12.5 Effect of Termination

Upon termination: (a) all licenses granted herein terminate immediately; (b) you must cease using the Services; (c) you must pay all outstanding fees; (d) each party will return or destroy the other's Confidential Information as instructed; (e) PerchOS will provide your Builder Data export for ninety (90) days pursuant to Section 6.9; and (f) PerchOS retains its license to use Network Intelligence Data derived from your Builder Data.

12.6 Survival

The following provisions survive termination of this Agreement: Sections 5.1 (PerchOS Ownership), 5.3 (Restrictions), 5.5 (Feedback), 6.3 (Network Intelligence), 7 (Confidentiality), 9.4 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12.5 (Effect of Termination), 13 (Dispute Resolution), 14 (Governing Law), and 15 (General Provisions).

Section 13 — Dispute Resolution

13.1 Good Faith Negotiation

Prior to initiating arbitration or litigation, the parties agree to attempt to resolve any dispute in good faith through direct negotiation. The party asserting a dispute must provide written notice to the other party detailing the nature of the dispute and desired resolution. The parties shall have thirty (30) days to resolve the dispute informally.

13.2 Binding Arbitration

Except for claims subject to Section 13.5 (Injunctive Relief), any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, termination, or validity, shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect.

• Arbitration shall be conducted in Wilmington, Delaware, or via videoconference by mutual agreement.
• The arbitrator shall have the authority to award any remedy available at law or equity, subject to the limitations in Section 10.
• The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
• The arbitration shall be conducted in English.

13.3 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING, WHETHER IN ARBITRATION OR IN COURT. DISPUTES SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.

13.4 Arbitration Costs

Each party shall bear its own attorneys' fees and costs in arbitration. Arbitration filing fees shall be shared equally unless the arbitrator determines otherwise. The arbitrator may award reasonable attorneys' fees to the prevailing party in cases involving breach of confidentiality or IP misappropriation.

13.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or to prevent irreparable harm, without waiving the right to arbitrate the underlying dispute.

13.6 Statute of Limitations

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after the cause of action arose or be forever barred.

Section 14 — Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions, as PerchOS, Inc. is incorporated in the State of Delaware. For matters not subject to arbitration under Section 13, the parties consent to the exclusive personal jurisdiction of the state courts of the Court of Chancery of the State of Delaware, or, if the Court of Chancery lacks subject matter jurisdiction, the Superior Court of the State of Delaware, and the federal courts of the District of Delaware. You irrevocably waive any objection to the laying of venue of any such proceeding in such courts.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement. The parties acknowledge that Delaware law was selected because PerchOS, Inc. is incorporated in Delaware and its corporate law provides a well-developed, predictable framework for commercial agreements.

If you are accessing the Services from outside the United States, you are responsible for compliance with local laws applicable to your use of the Services.

Section 15 — General Provisions

15.1 Entire Agreement

These Terms, together with any applicable Order Form, Privacy Policy, Data Processing Agreement, and other policies incorporated by reference, constitute the entire agreement between you and PerchOS regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

15.2 Amendment

PerchOS may amend these Terms by posting revised Terms on its website and providing notice to users via email or in-platform notification. Amendments to material commercial terms require sixty (60) days' notice. Continued use following the effective date of any amendment constitutes acceptance.

15.3 Waiver

Failure or delay by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future.

15.4 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

15.5 Assignment

You may not assign or transfer this Agreement or any rights hereunder without PerchOS's prior written consent. PerchOS may freely assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any attempted assignment in violation of this Section is void.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, government action, war, terrorism, civil unrest, labor disputes, or internet infrastructure failures, provided the affected party gives prompt written notice and uses reasonable efforts to mitigate the impact.

15.7 Notices

Legal notices must be in writing and delivered by: (a) email to legal@perchos.io (for notices to PerchOS) or to the email on your account (for notices to you); or (b) overnight courier or certified mail. Email notices are deemed received upon confirmation of transmission. Physical notices are deemed received upon confirmed delivery.

15.8 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

15.9 Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights. Buyers, subcontractors, or other third parties whose data is processed through the Platform are not beneficiaries of this Agreement.

15.10 Export Controls

You represent that you are not located in a country or on a list subject to U.S. Government export restrictions. You agree not to export or re-export the Services in violation of applicable U.S. export laws and regulations.

15.11 Government End Users

The Services constitute "commercial computer software" as defined in FAR 12.212 and DFARS 252.227-7014. Government end users acquire the Services with only those rights provided to all other users under these Terms.

15.12 Electronic Signatures & Communications

You consent to receive communications electronically and agree that electronic records, signatures, and agreements have the same legal effect as written equivalents to the maximum extent permitted by applicable law, including the Electronic Signatures in Global and National Commerce Act (ESIGN).

15.13 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

15.14 Counterparts

This Agreement and any Order Form may be executed in counterparts, each of which shall be deemed an original.

Section 16 — Construction Industry Specific Provisions

16.1 Licensing Compliance

You represent and warrant that you hold all required licenses, registrations, and permits necessary to operate as a general contractor, builder, or developer in all jurisdictions where you conduct business, and that your use of PerchOS does not relieve you of any licensing obligation.

16.2 Lien Waiver Limitations

PerchOS does not provide legal counsel regarding mechanics' liens, payment bonds, or lien waivers. Any lien waiver or related documentation generated through the Platform is a template only. You are solely responsible for compliance with applicable lien laws and are advised to consult licensed legal counsel.

16.3 Building Codes & Permits

The Platform's permitting module is a project management and tracking tool only. PerchOS makes no representation that permit documents generated through the Platform satisfy the requirements of any particular jurisdiction. You are solely responsible for ensuring code compliance and permit approvals.

16.4 Subcontractor Relationships

PerchOS is not a party to any contract between you and any subcontractor. Any scoring, benchmarking, or performance data generated by the Platform regarding subcontractors represents analytical output only and does not constitute a warranty, endorsement, or recommendation of any subcontractor's qualifications, licensing, insurance status, or workmanship.

16.5 Homebuyer Disclosure Laws

Certain jurisdictions require specific disclosures to homebuyers regarding builder software systems, data collection, and AI-assisted processes. You are solely responsible for determining and fulfilling all applicable disclosure requirements.

16.6 Insurance Requirements

PerchOS is not an insurance provider and does not provide certificates of insurance or coverage verification. You are solely responsible for maintaining all required insurance coverages.

16.7 Cost Estimate Reliance

You expressly acknowledge that AI-generated cost estimates from the Predictive Cost Engine are statistical projections based on historical data and are not guaranteed to reflect actual project costs. Actual costs may vary materially due to labor market conditions, material price volatility, site conditions, design changes, and other factors. You shall not rely on Platform cost estimates as the sole basis for binding contracts, loan commitments, or sales price representations.

Section 17 — Future Services & Evolving Platform

17.1 Roadmap & Future Features

PerchOS may from time to time announce planned features, product roadmaps, or future capabilities. Such announcements do not represent commitments or warranties that such features will be developed or made available. Subscription decisions should not be made based on anticipated future functionality.

17.2 Marketplace & Third-Party Developer Access

PerchOS may in the future operate a marketplace where third-party developers offer applications, integrations, or services built on the PerchOS API. Third-party marketplace offerings are not products of PerchOS, and PerchOS disclaims all liability for third-party developer products. Separate terms may apply to marketplace transactions.

17.3 Financial Services Features

PerchOS may in the future offer payment processing, financing facilitation, escrow, or other financial services features. Any such features will be subject to additional terms and applicable financial regulations. PerchOS does not currently hold any financial services license.

17.4 White-Label & Reseller Programs

PerchOS may in the future offer white-label licensing or reseller programs. Any such programs will be governed by separate reseller or white-label agreements and subject to additional terms.

17.5 Acquisition or Change of Control

In the event of a merger, acquisition, or sale of substantially all assets of PerchOS, Builder Data may be transferred to the acquiring entity, subject to continued protection under terms no less protective than these Terms. You will be notified of any such transaction and given the opportunity to delete your account and Builder Data.

Section 18 — Contact Information

For questions, legal notices, or concerns regarding these Terms of Service, please contact:

PerchOS will respond to legal inquiries within ten (10) business days of receipt.