End User License Agreement

This End User License Agreement (“Agreement”) is a legal agreement between you (either an individual or a single entity, “you”) and Caliber Technologies (“we,” “us,” or “PreCal-IQ”) governing your access to and use of the PreCal-IQ AI-powered preconstruction platform and any related software, integrations, and services (collectively, the “Software”). By creating an account, accessing, or using the Software, you agree to be bound by this Agreement. If you do not agree, do not use the Software. This Agreement incorporates our Terms of Service and Privacy Policy by reference.

1. License Grant

Subject to your compliance with this Agreement and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software for your internal business purposes during the term of your subscription.

2. License Restrictions

You may not, and may not permit any third party to:

• Copy, modify, or create derivative works of the Software
• Reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by law
• Rent, lease, sell, sublicense, or otherwise transfer or make the Software available to any third party
• Access the Software to build a competing product or service
• Remove or obscure any proprietary notices, or use the Software for any unlawful purpose
• Circumvent or attempt to circumvent any usage limits, security, or access controls

3. Ownership

The Software is licensed, not sold. We and our licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. You retain all ownership rights to the construction documents, takeoffs, bids, and other data you upload to or generate through the Software (“Your Data”), and you grant us a limited license to process Your Data solely to provide the Software as described in our Privacy Policy.

4. Third-Party Services and Integrations

The Software may let you connect third-party services (for example, QuickBooks Online, Procore, Google, and Microsoft) so that data can be exchanged between those services and the Software at your direction. Your use of any third-party service is governed by that provider's own terms and privacy policy, and you are responsible for maintaining any accounts and authorizations required. We access third-party data only as needed to provide the features you enable, and you may disconnect an integration at any time, which revokes our access. We are not responsible for the availability, accuracy, or practices of third-party services.

5. Fees

Access to paid features requires an active subscription. Fees, billing cycles, and cancellation are described in our Terms of Service. All license rights granted under this Agreement are contingent on your payment of applicable fees.

6. AI-Generated Output

Takeoffs, bids, and other outputs generated by the Software's AI are provided as professional aids and should be reviewed by a qualified estimator before use. We do not guarantee the accuracy of AI-generated outputs and are not liable for decisions made based on them.

7. Term and Termination

This Agreement remains in effect for as long as you use the Software. We may suspend or terminate your license if you breach this Agreement. Upon termination, your right to use the Software ends immediately; you may export Your Data for 30 days, after which it may be permanently deleted. Sections that by their nature should survive termination will survive.

8. Disclaimer of Warranties

The Software is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

9. Limitation of Liability

To the maximum extent permitted by law, PreCal-IQ and Caliber Technologies shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, data, or business opportunity, arising from or related to your use of the Software.

10. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

11. Contact

For questions about this Agreement, contact us at legal@precaliq.ai.