Terms of Service - Quotr.ai

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a binding agreement between FLOZ INC., doing business as “Quotr” (“Quotr”, “we”, “us”, or “our”) and the entity or individual (“Customer” or “you”) accessing or using the Quotr Platform and related services (“Platform”). By clicking “I Agree”, creating an account, signing an Order Form, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering this Agreement on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. If a separate signed Order Form exists, that Order Form controls only where it explicitly conflicts with these Terms.

2. Scope of Services

Quotr provides an AI-powered construction estimation and procurement platform that enables users to:

Upload architectural drawings, specifications, and project data;
Automatically generate material takeoffs and cost estimates;
Match projects with suppliers for quotes and procurement;
Manage bid workflows and communication.

Additional professional or implementation services may be provided pursuant to a separate Order Form or written agreement.

3. Business Use Only

The Platform is provided for business and professional use only. By using the Platform, you represent that you are acting on behalf of a business entity and have the authority to bind that entity to this Agreement.

4. Accounts and Access

Each authorized user (“Seat”) must have unique login credentials. Seats are for individual use only and cannot be shared among multiple people. Customer is responsible for:

Ensuring the accuracy of registration information;
Maintaining confidentiality of credentials;
All activity under its account.

Quotr may suspend or terminate accounts that are compromised, inactive, or used in violation of these Terms.

5. Order Forms and Precedence

If Customer executes an Order Form, the Order Form governs only to the extent of any direct conflict with these Terms. If no Order Form exists, fees and usage limits are as published on https://quotr.io.

6. Fees, Billing, and Payment

(a) Fees

Customer agrees to pay all applicable fees as described in an Order Form or on Quotr’s website. All payments are non-refundable unless required by law.

(b) Billing and Renewal

By providing payment details, Customer authorizes Quotr (and its payment processor, such as Stripe) to automatically charge all applicable fees, including taxes, on a recurring basis—monthly or annually—until canceled. Subscriptions automatically renew unless canceled prior to the renewal date.

(c) Late Payment

Unpaid balances accrue interest at 1% per month or the maximum permitted by law. Quotr may suspend access for overdue accounts.

(d) Taxes

Fees are exclusive of taxes. Customer is responsible for all applicable taxes other than Quotr’s income taxes.

7. Evaluation or Trial Use

During any evaluation or free trial term, the Platform is provided “as is” and “as available” without warranties or support. Quotr’s total cumulative liability during a trial period is limited to $500 USD.

8. Intellectual Property and License

(a) Ownership

Quotr retains all rights, title, and interest in and to the Platform, software, algorithms, and documentation. Customer retains ownership of its own Customer Data (project files, drawings, specifications, and related data).

(b) License

Subject to payment of fees and compliance with these Terms, Quotr grants Customer a non-exclusive, non-transferable, revocable license to access and use the Platform for internal business purposes during the subscription term.

(c) Restrictions

Customer may not:

Copy, reverse-engineer, decompile, or create derivative works of the Platform;
Use the Platform to build a competing product;
Resell or sublicense access to third parties.

(d) Feedback

Any ideas, feedback, or suggestions you provide are non-confidential and may be used freely by Quotr. You hereby assign all rights in such feedback to Quotr.

9. AI-Generated Output

The Platform may generate results using artificial intelligence (“AI”).

You acknowledge and agree that:

AI outputs may contain inaccuracies, bias, or “AI Hallucinations”; you must independently verify all results before relying on them.
Quotr disclaims any liability arising from your use of AI-generated content.
Outputs may resemble those produced for other users.
Quotr does not use identifiable Customer Data to train publicly available AI models.

10. Customer Data and Privacy

Customer retains ownership of all Customer Data uploaded to the Platform.
Customer grants Quotr a limited, non-exclusive license to process and store such data for the sole purpose of providing services.

Quotr may generate and use aggregated and de-identified data for analytics, benchmarking, and product improvement, provided such data cannot identify Customer or its users.

Customer is responsible for obtaining all necessary permissions to upload and use Customer Data.
Quotr’s data handling practices are detailed in its Privacy Policy.

11. Security and Compliance

Quotr maintains industry-standard security controls as described at https://quotr.io. Quotr may suspend Services to address security threats, non-payment, or legal compliance issues. Customer agrees to comply with all applicable laws, including export control, sanctions, and anti-corruption laws (such as the U.S. EAR and OFAC).

12. Confidentiality

Each party agrees to protect the other party’s Confidential Information using reasonable care and to use it only for purposes of this Agreement. Confidential Information excludes information that: (a) becomes public through no fault of the receiving party; (b) was independently developed without access to the other’s Confidential Information; or (c) is received lawfully from a third party without confidentiality obligations. Quotr may disclose Customer’s Confidential Information where required by law, provided it gives notice when legally permissible.

13. Suspension and Termination

Quotr may suspend Customer’s access if: (a) payment is overdue, (b) use violates these Terms, or (c) suspension is necessary to address a security or legal issue. Either party may terminate this Agreement upon 30 days’ written notice for material breach not cured within that period. Upon termination:

Customer must stop using the Platform;
All unpaid fees become due immediately.

14. Warranties and Disclaimers

Quotr warrants that the Platform will perform substantially in accordance with its documentation. EXCEPT AS EXPRESSLY PROVIDED, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” QUOTR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15. Limitation of Liability

To the fullest extent permitted by law:

Quotr’s total cumulative liability shall not exceed the fees paid by Customer during the 12 months preceding the event giving rise to the claim;
Quotr shall not be liable for indirect, incidental, consequential, or punitive damages (including lost profits or data).

These limitations are fundamental to the bargain between the parties.

16. Indemnification

(a) Customer Indemnity

Customer agrees to defend, indemnify, and hold harmless Quotr, its affiliates, and personnel from any claim, damage, or expense arising out of:

Customer’s use of the Platform in violation of law or these Terms;
Customer Data or Outputs generated therefrom;
Customer’s gross negligence or willful misconduct.

(b) Quotr Indemnity

Quotr will defend and indemnify Customer against third-party claims that the Platform infringes a U.S. intellectual property right, provided that:

Customer promptly notifies Quotr; and
Quotr controls the defense.

If infringement is found, Quotr may modify, replace, or terminate the affected service and refund unused fees. This section sets forth Quotr’s sole liability and Customer’s exclusive remedy for IP infringement.

17. Publicity

Quotr may identify Customer as a client (e.g., by displaying Customer’s name and logo on Quotr’s website or in sales materials) unless Customer opts out by emailing info@quotr.io.

18. Governing Law and Dispute Resolution

These Terms and any dispute arising from them are governed by the laws of the State of California, excluding its conflict-of-law principles. Any dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in San Francisco County, California, before a single arbitrator and in English. Each party waives the right to a jury trial and to participate in class actions. Either party may seek interim injunctive relief in a court located in San Francisco County, California to protect confidential or intellectual property rights pending arbitration.

19. Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, war, cyberattacks, labor disputes, or governmental actions.

20. Assignment

Customer may not assign this Agreement without Quotr’s prior written consent. Quotr may assign its rights or obligations in connection with a merger, acquisition, or sale of substantially all its assets.

21. Modifications

Quotr may update these Terms from time to time. Material changes will be notified via email or in-app notification at least 30 days before the effective date. Continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

22. Entire Agreement

These Terms, together with any executed Order Form and Quotr’s Privacy Policy, constitute the entire agreement between the parties and supersede all prior communications and proposals regarding the Platform.

23. Contact

For questions about these Terms, please contact:

FLOZ INC.
Attn: Legal Department
495 27th Ave Unit 8
San Francisco, CA 94121, USA
info@quotr.io