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Terms of Service

Effective date: [Effective Date]

These Terms of Service (the “Terms”) are a binding agreement between [Company Legal Name] (“XactAudit,” “we,” “us”) and the business or professional that creates an account or uses the Service (“you”). By creating an account, purchasing a plan, or using XactAudit, you agree to these Terms. If you are accepting on behalf of a company, you represent that you have authority to bind it.

1. The Service

XactAudit is a business-to-business software service for roofing contractors, public adjusters, restoration professionals, and similar users. You upload claim documents (for example, a carrier estimate and an aerial measurement report). The Service uses automated analysis to compare them, suggest line items that may be missing or under-scoped, reference building code provisions, and generate a supplement document you can review, edit, and send (the “Service”). The Service is for commercial use only and is not intended for consumers or personal use.

XactAudit is offered nationwide as an analytical tool for use in connection with property insurance claims in the United States. Its jurisdiction and code analysis is currently built around residential roofing and the International Residential Code (IRC). It does not analyze commercial-building requirements such as the International Building Code (IBC); if you use the Service on commercial or other non-residential property, you are responsible for determining and verifying the requirements that apply.

2. Informational Tool; Your Responsibility

The output of the Service is informational and analytical only. Line-item suggestions, quantities, unit prices, waste calculations, jurisdiction and code-edition determinations, building code citations (including International Residential Code (IRC) section references), manufacturer references, and any summaries are generated with automated analysis and may be incomplete, inaccurate, or out of date.

  • Nothing in the Service is legal advice, engineering advice, architectural advice, or insurance-adjusting advice, and XactAudit is not a licensed contractor, public adjuster, engineer, or attorney.
  • You are solely responsible for reviewing and verifying every line item, quantity, price, and citation before relying on it or submitting it to anyone.
  • You are solely responsible for confirming, for the specific property, the code editions, local amendments, and requirements enforced by the Authority Having Jurisdiction (“AHJ”). Adoption and amendment of model codes (including the IRC and the IBC) varies by state, county, and city across the United States, and no nationwide summary can substitute for the AHJ’s own requirements. You are also responsible for verifying manufacturer installation requirements, and for the accuracy, completeness, and lawfulness of anything you submit to an insurance carrier, adjuster, homeowner, or other third party.
  • Jurisdiction and code information may come from state-level default tables and automated web research that has not been independently verified. Counties and municipalities may adopt, amend, or decline to adopt model codes.
  • You are responsible for compliance with all laws that apply to your work, including contractor licensing, public adjuster licensing, and insurance-claim laws in the states where you operate.

See also the Building Code & Estimate Disclaimer, which is part of these Terms.

3. Accounts

You must provide accurate registration information, keep your credentials confidential, and promptly notify us of unauthorized access. You are responsible for all activity under your account. Accounts are for a single business and may not be shared across unaffiliated businesses. You must be at least 18 years old and able to form a binding contract.

4. Plans, Fees, and Billing

The Service is offered under the following pricing models, as described on our pricing page at the time you purchase:

  • Single Report: a one-time purchase of one audit credit. Unused credits do not expire while your account is in good standing.
  • Subscription plans: recurring monthly plans (currently a Pro plan with a monthly audit allowance, and an Unlimited plan). Subscriptions renew automatically at the end of each billing period at the then-current price until cancelled. Allowances do not roll over to the next period. After a Pro allowance is used, you may purchase additional audit credits or change plans.

An audit credit or plan allowance is applied when an audit starts. If an audit fails to complete because of an error on our side, the credit or allowance is automatically restored. Payments are processed by our third-party payment processor, Stripe; by purchasing you also agree to the processor’s terms. You authorize us (through the processor) to charge your payment method for all fees, including recurring fees and applicable taxes. If a payment fails, we may suspend paid features until it is resolved.

We may change prices with at least 30 days’ advance notice. Price changes take effect on your next monthly renewal after the notice period, and you may cancel before then to avoid the new price. Prices exclude taxes, which we will add where required.

5. Cancellation and Refunds

  • Cancellation. You may cancel at any time from the billing portal available in your account to prevent auto-renewal. Cancellation takes effect at the end of the current monthly billing period; you keep access until then.
  • Plan changes. Upgrades and downgrades between subscription plans are prorated by our payment processor.
  • Refunds. Subscriptions are non-refundable, including for partial billing periods and unused monthly allowances. Single Report purchases are non-refundable, except that a credit used in an audit that fails to complete is automatically restored. Restored credits are not refunds and have no cash value. Nothing in this section limits refunds required by law.
  • Chargebacks. Please contact us before disputing a charge so we can resolve it. We may suspend accounts with unresolved chargebacks.

6. Your Content and Data

“Your Content” means everything you upload or enter into the Service, including claim documents, carrier estimates, measurement reports, any photos or imagery you choose to upload, property addresses, claim and policy numbers, notes, logos, and company information, as well as edits you make to outputs.

  • Ownership. As between you and us, you own Your Content. We do not claim ownership of it.
  • License to us. You grant [Company Legal Name] a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Your Content, and to have it processed by our service providers, solely to provide, secure, maintain, and support the Service for you, and as otherwise described in our Privacy Policy.
  • Your promises. You represent that you have all rights, consents, and authority needed to upload Your Content and to have it processed as described here, including any authority from property owners or policyholders whose information appears in claim documents, and that Your Content and your use of the Service do not violate any law or third-party right.
  • Outputs. You may use the outputs generated for you (including supplement PDFs) for your business. Outputs may be similar to outputs generated for other users because they are produced from similar inputs; that does not make them confidential to you.
  • Aggregated data. We may create de-identified and aggregated statistics about use of the Service (for example, counts of audits) that do not identify you, your customers, or any property, and use them to operate and improve the Service.

7. Acceptable Use

You agree not to, and not to permit others to:

  • use the Service to prepare or submit false, fraudulent, exaggerated, or misleading claims, estimates, or supplements, or to violate insurance, licensing, or consumer-protection laws;
  • upload content you do not have the right to use, or that contains malware or unlawful material;
  • copy, scrape, crawl, harvest, or systematically extract the Service, its outputs at scale, its code-matching or jurisdiction data, or its pricing and rules, or use them to build a competing product or dataset;
  • reverse engineer, decompile, disassemble, or attempt to derive the source code, models, prompts, algorithms, or database structure of the Service, except where applicable law prohibits this restriction;
  • probe, scan, or test the vulnerability of the Service, bypass usage limits or the credit and subscription system, or interfere with its operation or other users;
  • resell, sublicense, or provide the Service to third parties as a service bureau, except as we expressly permit in writing; or
  • use automated means (bots, scripts) to access the Service other than through interfaces we provide.

8. Intellectual Property

The Service, including its software, audit engine, algorithms, prompts, rules, building-code and jurisdiction databases and compilations, templates, user interface and design, text, graphics, and trademarks (including the XactAudit name and logo), and all improvements to them, are owned by [Company Legal Name] or its licensors and are protected by intellectual property laws. Except for the limited, revocable, non-exclusive, non-transferable right to use the Service for your internal business purposes under these Terms, no rights are granted to you. If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without obligation to you.

9. Third-Party Services

The Service relies on third-party providers for hosting, database and file storage, payment processing, and automated analysis (see our Privacy Policy). Those providers are not our agents for your business decisions, and the Service may be affected by their outages or changes. Links to third-party sites or manufacturer specifications are provided for convenience; we do not control or endorse them.

10. Suspension and Termination

  • By you. You may stop using the Service and close your account at any time. You are responsible for cancelling any subscription first.
  • By us. We may suspend or terminate your access immediately, with or without notice, if (a) you breach these Terms, including the Acceptable Use rules; (b) fees are unpaid; (c) your use poses a security risk or may expose us or others to liability; or (d) we are required to by law. We may also discontinue the Service on [60] days’ notice, in which case we will refund prepaid fees for the unused portion of a subscription term.
  • Effect. On termination, your right to use the Service ends. You can delete claims and uploaded files inside the app at any time. After termination or on your request, we will delete or de-identify Your Content as described in the Privacy Policy, subject to legal retention requirements. Sections that by their nature should survive (including ownership, fees owed, disclaimers, limitation of liability, indemnification, and governing law) will survive.

11. Disclaimer of Warranties

THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, [COMPANY LEGAL NAME] DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT ANY LINE ITEM, QUANTITY, PRICE, CODE CITATION, OR JURISDICTION DETERMINATION WILL BE ACCURATE, COMPLETE, CURRENT, OR ENFORCEABLE; THAT ANY SUPPLEMENT WILL BE ACCEPTED OR PAID BY ANY CARRIER; OR THAT ANY PARTICULAR RECOVERY AMOUNT WILL RESULT FROM USING THE SERVICE. EXAMPLE FIGURES ON OUR WEBSITE ARE ILLUSTRATIVE AND ARE NOT GUARANTEES OR PROMISES OF RESULTS.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) [COMPANY LEGAL NAME] WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, CLAIM RECOVERIES, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, INCLUDING ANY CLAIM DENIAL, REDUCTION, DELAY, OR DISPUTE WITH A CARRIER, ANY CODE-COMPLIANCE OR PERMITTING DISPUTE, OR ANY RELIANCE ON OUTPUTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE). Some jurisdictions do not allow certain limitations, so some of the above may not apply to you; in that case our liability is limited to the maximum extent permitted by law. Nothing in these Terms limits liability that cannot be limited by law.

13. Indemnification

You will defend, indemnify, and hold harmless [Company Legal Name], its affiliates, and their officers, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Your Content; (b) your use of the Service or outputs, including any estimate, supplement, or code representation you submit to a carrier, homeowner, or other third party; (c) your violation of these Terms or applicable law; or (d) your violation of any third party’s rights.

14. Confidentiality and Security

We will protect Your Content using reasonable administrative, technical, and physical safeguards, as described in our Privacy Policy, and will not disclose it except to service providers who need it to run the Service, as you direct, or as required by law. No system is perfectly secure, and we do not guarantee that unauthorized access will never occur. You are responsible for safeguarding your credentials and for the security of the devices you use.

15. Changes to the Service or Terms

We may update the Service and these Terms from time to time. For material changes to the Terms we will give notice by email or a banner in the Service at least 30 days before they take effect, except where a change is required by law or for security. Continued use after the effective date means you accept the updated Terms. If you do not agree, you must stop using the Service and cancel your subscription before the change takes effect.

16. Governing Law, Arbitration, and Class Action Waiver

Please read this section carefully. It affects your legal rights, including your right to sue in court and to participate in a class action.

  • Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Mississippi, without regard to conflict-of-laws rules, and by the Federal Arbitration Act where it applies. You acknowledge that you are using a nationwide service, that local code and licensing requirements vary by location, and that the choice of Mississippi law does not change your responsibility to comply with the laws and codes that apply where you work.
  • Informal resolution first. Before starting an arbitration or lawsuit, each party agrees to send the other a written notice describing the dispute and to try in good faith to resolve it for at least 30 days.
  • Binding individual arbitration. Except for the exceptions below, any dispute, claim, or controversy between you and [Company Legal Name] arising out of or relating to these Terms or the Service (including their formation, interpretation, breach, or termination) will be resolved exclusively by final and binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration may be conducted by video conference or in [County], Mississippi. The arbitrator may award the same individual relief a court could, and judgment on the award may be entered in any court with jurisdiction. Each party bears its own attorneys’ fees unless the arbitrator or applicable law provides otherwise, and filing and arbitrator fees will be allocated under the administrator’s rules.
  • Class action and jury waiver. Claims may be brought only on an individual basis. You and [Company Legal Name] each waive any right to bring or take part in a class, collective, consolidated, or representative action or arbitration, and the arbitrator may not consolidate claims or preside over any form of class or representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim will proceed in court (not arbitration) and will be stayed until any individual claims are resolved. To the extent a dispute is heard in court, each party waives trial by jury.
  • Exceptions. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in court to stop actual or threatened infringement or misuse of intellectual property or violation of the Acceptable Use rules. Any court action permitted by this section must be brought exclusively in the state or federal courts located in [County], Mississippi, and each party consents to their jurisdiction and venue.
  • Opt-out. You may opt out of this arbitration agreement and class action waiver by emailing [support@your-domain.com] within 30 days after you first accept these Terms, stating your name, account email, and that you opt out. Opting out does not affect any other part of these Terms.

17. General

These Terms, together with the Privacy Policy and Building Code & Estimate Disclaimer, are the entire agreement between you and us about the Service and supersede prior agreements. If a provision is held unenforceable, the remainder stays in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices to us must be sent to the address below; we may send notices to the email associated with your account.

18. Contact

[Company Legal Name]
[Mailing Address]
[support@your-domain.com]