Terms of Service

3.1 Account Creation

To use certain features of the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of unauthorized access
• Accept responsibility for all activities under your account

3.2 Account Access and Permissions

The Service supports different levels of access and permissions. Account administrators control access levels for their organization. You are responsible for managing access appropriately and ensuring that users have only the permissions necessary for their role.

4.1 Permitted Uses

You may use the Service only for lawful purposes related to construction project management and in accordance with these Terms.

4.2 Prohibited Uses

You agree NOT to:

• Use the Service for any illegal purpose or in violation of any laws
• Upload content that infringes intellectual property rights
• Upload malicious software, viruses, or harmful code
• Attempt unauthorized access to the Service or other users' accounts
• Interfere with or disrupt the Service or its infrastructure
• Use automated means to access the Service without permission
• Impersonate any person or entity
• Share account credentials with unauthorized parties
• Circumvent security measures or usage restrictions
• Create, upload, or transmit fraudulent or falsified documents
• Use the Service to facilitate fraud, misrepresentation, or deception

4.3 Usage Limits

To ensure fair usage, security, and service quality for all users, the Service enforces reasonable usage limits and rate restrictions. These limits may apply to authentication attempts, API requests, file uploads, and other Service functions. Exceeding these limits may result in temporary access restrictions.

5.1 Subscription Fees

Access to the Service requires a paid subscription. Current pricing and subscription tiers are available on our website. We reserve the right to change pricing with 30 days' advance notice.

5.2 Billing

• Subscriptions are billed in advance on a monthly or annual basis
• Fees are non-refundable except as required by law or as expressly stated
• You authorize recurring charges to your designated payment method
• You are responsible for keeping payment information current

5.3 Taxes

Fees exclude applicable taxes. You are responsible for all sales, use, VAT, and other taxes applicable to your subscription, excluding taxes based on our net income.

5.4 Late Payment

Failure to pay fees when due may result in suspension or termination of your access to the Service. We may charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.5 Free Trials

We may offer free trials or promotional periods at our discretion. At the end of any trial period, your subscription will automatically convert to a paid subscription unless you cancel before the trial ends.

6.1 Ownership

You retain ownership of all content you upload, create, or submit through the Service (“User Content”).

6.2 License Grant

By uploading User Content, you grant SpecNook a non-exclusive, worldwide, royalty-free license to use, store, display, reproduce, and process your User Content solely for providing the Service.

6.3 Your Responsibility

You are solely responsible for:

• The accuracy and legality of your User Content
• Ensuring you have the right to upload and share content
• Obtaining necessary consents from individuals
• Backing up your User Content

7.1 Consent to Electronic Transactions

By creating an account, you consent to conduct business electronically through the Service, including receiving documents and notices electronically and providing approvals using electronic signatures. This consent is provided in accordance with the Electronic Signatures in Global and National Commerce Act (ESIGN, 15 U.S.C. § 7001 et seq.) and applicable state laws (including UETA).

7.2 In-App Approvals

The Service uses in-app approval flows for contracts, change orders, lien waivers, and other documents. When you type your full legal name and click an approval button (such as “Approve,” “Sign,” or “Confirm”), you are providing an electronic signature that has the same legal effect as a handwritten signature under federal and state law.

For each approval, we record:

• Your typed signature (full legal name)
• Timestamp of the approval
• IP address and device information
• The document or item being approved
• Your acknowledgment of legal terms

This audit trail is maintained for compliance and dispute resolution purposes.

7.3 Withdrawal of Consent

You may withdraw your consent to electronic transactions at any time by contacting support@specnook.com. Withdrawal will not affect the validity of any documents previously signed electronically. After withdrawal, you may need to use alternative methods for approvals and document signing.

7.4 Legal Disclaimer

Legal validity depends on your jurisdiction's laws, the type of document, and compliance with procedural requirements. While electronic signatures are generally valid under ESIGN and UETA for most construction documents, certain documents (such as unconditional lien waivers or high-value contracts) may benefit from additional verification methods.

8.1 Sharing Access

The Service may allow you to share access or information with clients, contractors, or other third parties. When sharing access:

• You control what information and permissions are shared
• You are responsible for sharing access only with intended recipients
• You can revoke or modify shared access at any time
• You remain responsible for ensuring appropriate use of shared access

8.2 Third-Party Responsibilities

Third parties accessing the Service through shared access must:

• Use access only for intended and authorized purposes
• Not share access credentials or links with unauthorized parties
• Comply with these Terms as applicable to their usage

Your Data Protection Responsibilities

When you input personal data of clients or third parties, you are the data controller and are responsible for:

• Obtaining appropriate consent
• Complying with applicable data protection laws (GDPR, CCPA)
• Providing privacy notices to your clients
• Responding to data subject requests

Data Processing Agreement

When you use the Service to process personal data of your clients or third parties, the following Data Processing terms automatically apply as required by applicable law:

• Processing Scope: We process personal data only as necessary to provide the Service and as instructed by you
• Security: We implement appropriate technical and organizational measures to protect personal data
• Sub-processors: We use sub-processors (infrastructure, email, e-signature providers) and will notify you of changes
• Assistance: We assist with data subject requests and security incident notifications
• Data Deletion: Upon termination, we delete or return personal data as requested

For a detailed Data Processing Agreement with additional terms, contact legal@specnook.com.

10.1 Our Ownership

The Service, including its design, features, code, and branding, is owned by SpecNook and protected by intellectual property laws.

10.2 Trademarks

“SpecNook” and our logos are trademarks of SpecNook. You may not use our trademarks without prior written consent.

11.1 Service Provided "As Is"

11.2 No Guarantees

We do not warrant that:

• The Service will be uninterrupted or error-free
• Defects will be corrected
• The Service is free of viruses or harmful components

11.3 Industry Disclaimer

SpecNook is a software tool and does not:

• Provide legal, financial, accounting, or professional advice
• Guarantee accuracy of calculations, estimates, or outputs
• Ensure compliance with laws, regulations, or industry standards
• Verify accuracy or completeness of user-submitted data
• Guarantee validity or enforceability of any documents

You are solely responsible for verifying all information, obtaining professional advice where appropriate, and ensuring compliance with applicable laws and regulations in your jurisdiction.

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPECNOOK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING:

• Loss of profits, revenue, or business opportunities
• Loss of data or data corruption
• Business interruption or downtime
• Project delays or scheduling impacts
• Claims arising from reliance on the Service or its outputs
• Disputes over validity or enforceability of documents
• Any damages arising from electronic signature use

12.2 Liability Cap

12.3 Backup Responsibility

YOU ARE SOLELY RESPONSIBLE for backing up your data. We provide export tools, but you must proactively retain copies of all critical documents and project data.

14.1 Termination by You

You may terminate your account at any time through your account settings or by contacting support@specnook.com.

14.2 Termination by Us

We may suspend or terminate your access to the Service:

• For violation of these Terms
• For non-payment of applicable fees
• If required by law
• For any other reason with reasonable notice

14.3 Effect of Termination

Upon termination:

• Your right to access the Service immediately ceases
• We may delete your account and User Content after a reasonable period
• Provisions that should survive (Liability, Indemnification, Governing Law) continue to apply

14.4 Data Export

Before terminating your account, you should export any data you wish to retain. We are not obligated to maintain your data after account termination.

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law provisions.

15.2 Dispute Resolution

Any dispute arising from these Terms shall be resolved through:

• Informal Resolution: Good faith attempts to resolve within 30 days
• Binding Arbitration: If informal resolution fails, via AAA Commercial Arbitration Rules
• Exceptions: Injunctive relief may be sought in court for IP violations or security breaches

15.3 Class Action Waiver

16.1 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and SpecNook regarding the Service.

16.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions continue in full force and effect.

16.3 Force Majeure

We shall not be liable for any failure or delay due to circumstances beyond our reasonable control, including natural disasters, wars, pandemics, internet outages, or government actions.

16.4 Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by posting updated Terms and sending email for significant changes.