Terms of Service

Last updated: February 28, 2026

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and ElkConstruct, Inc. ("ElkConstruct," "we," "us," or "our"), a subsidiary of LayerLogix, governing your access to and use of the ElkConstruct platform, website, applications, APIs, and all related services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Service.

These Terms incorporate by reference our Privacy Policy, Security Policy, and any additional terms or policies referenced herein or presented to you during your use of the Service.

2. Description of Service

ElkConstruct provides a cloud-based construction estimating, bid management, and document analysis platform designed for general contractors, subcontractors, and construction professionals. The Service includes, but is not limited to:

• AI-Powered Estimating: Intelligent cost estimation tools powered by artificial intelligence and machine learning algorithms that analyze project specifications, historical data, and market conditions to generate accurate cost predictions.
• Bid Management: Tools for creating, sending, tracking, and comparing bids from subcontractors, including bid solicitation workflows, deadline management, and bid analysis features.
• Document Analysis: Automated processing and extraction of relevant data from construction documents, blueprints, specifications, and other project files using AI-powered analysis.
• Team Collaboration: Real-time collaboration features including shared workspaces, messaging, notifications, and role-based access controls for project teams.
• Integrations: Connections with third-party construction management, accounting, and project management tools to streamline workflows across platforms.
• Reporting and Analytics: Dashboards and reports that provide insights into estimating accuracy, bid performance, project trends, and business metrics.

3. Account Terms

To access most features of the Service, you must create an account. By creating an account, you agree to the following:

• Eligibility: You must be at least 18 years of age to create an account and use the Service. By creating an account, you represent that you meet this age requirement.
• Accurate Information: You must provide accurate, current, and complete information during the registration process and keep your account information up to date at all times.
• Account Security: You are responsible for maintaining the confidentiality of your password and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account or any other breach of security.
• One Account Per Person: Each individual may only maintain one account. Account credentials may not be shared with or transferred to another person. If multiple individuals within your organization need access, each must create their own account.
• Company Accounts: If you create an account on behalf of a company, you must designate an account administrator. The administrator is responsible for managing team members, setting permissions, and ensuring compliance with these Terms by all users within the organization.
• Account Responsibility: You are solely responsible for all activity that occurs under your account, including actions taken by team members or any third party who gains access to your account with or without your permission.

4. Subscription and Payment

4.1 Plans

ElkConstruct offers several subscription plans, including Starter, Professional, and Enterprise tiers. A detailed description of each plan's features and current pricing is available at elkconstruct.com/pricing. Plans may be updated from time to time, and new plans may be introduced.

4.2 Billing

Subscriptions are available on a monthly or annual billing cycle. Monthly subscriptions are billed on the same date each month. Annual subscriptions are billed upfront for the full year at a discounted rate. All payments are processed securely through Stripe, Inc. We accept major credit and debit cards.

4.3 Price Changes

We reserve the right to modify our pricing at any time. Any price changes will take effect at the start of your next billing cycle following at least 30 days' written notice. If you do not agree with a price change, you may cancel your subscription before the new pricing takes effect.

4.4 Refund Policy

Monthly subscriptions are not eligible for refunds for partial months. Annual subscriptions cancelled mid-term will receive a pro-rated refund for the remaining unused months, minus any applicable discounts that were applied to the annual rate. Refunds are processed within 10 business days.

5. Free Trial

ElkConstruct offers a 31-day free trial to new users. The free trial provides full access to all Professional plan features at no cost and does not require a credit card.

• The trial period begins on the date you create your account and expires 31 calendar days later.
• At the end of the trial period, your account will automatically convert to the free tier if you have not selected a paid plan.
• Data created during the trial period will be retained for 30 days after the trial expiration, during which time you may upgrade to a paid plan to retain full access to your data.
• Free trial eligibility is limited to one trial per individual and one trial per company. We reserve the right to terminate trials that we reasonably believe are being abused.

6. Acceptable Use

You agree to use the Service only for its intended purpose and in compliance with all applicable laws and regulations. You must not:

• Reverse Engineer: Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or structure of the Service or any component thereof.
• Competitive Use: Use the Service or any data obtained through the Service to develop, improve, or market a competing product or service.
• Malicious Content: Upload, transmit, or distribute any content that contains viruses, malware, ransomware, worms, Trojan horses, or any other harmful or disruptive code.
• Security Circumvention: Attempt to gain unauthorized access to any part of the Service, other users' accounts, or any systems or networks connected to the Service.
• Rate Limit Abuse: Exceed published API rate limits, send an excessive number of requests, or otherwise place an unreasonable burden on our infrastructure.
• Resale: Resell, sublicense, lease, or otherwise provide access to the Service to third parties without our prior written consent.
• Automated Scraping: Use bots, crawlers, scrapers, or other automated means to access, collect, or extract data from the Service without our express written permission.
• Illegal Activities: Use the Service in connection with any illegal activity, including but not limited to fraud, money laundering, or the violation of export control laws.
• Misrepresentation: Impersonate any person or entity, falsely claim an affiliation with any person or entity, or misrepresent the source, identity, or content of information transmitted through the Service.

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this section, including without limitation, suspending or terminating the offender's account and reporting such conduct to law enforcement authorities.

7. Intellectual Property

7.1 Our Intellectual Property

The Service, including but not limited to its design, architecture, software, algorithms, AI models, user interface, documentation, brand elements, trademarks, logos, and all related intellectual property, is and remains the exclusive property of ElkConstruct, Inc. and its licensors. These Terms do not grant you any right, title, or interest in the Service except for the limited right to use the Service in accordance with these Terms.

7.2 Your Content

You retain full ownership of all data, documents, estimates, bids, and other content that you upload, create, or transmit through the Service ("User Content"). ElkConstruct does not claim any ownership rights in your User Content.

7.3 License to User Content

By uploading or creating User Content on the Service, you grant ElkConstruct a limited, non-exclusive, worldwide, royalty-free license to access, store, process, display, and transmit your User Content solely for the purpose of providing and improving the Service. This license continues for the duration of your use of the Service and terminates when your User Content is deleted from our systems (including backups) in accordance with our data retention policies.

7.4 Feedback

If you provide us with feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"), you grant us an unrestricted, irrevocable, perpetual, royalty-free license to use, modify, and incorporate such Feedback into the Service or our business operations without any obligation or compensation to you.

8. User Data and Privacy

We take the security and privacy of your data seriously. Our data practices are governed by the following principles and policies:

• We process your data in accordance with our Privacy Policy, which is incorporated into these Terms by reference.
• All customer data is encrypted at rest using AES-256 encryption and in transit using TLS 1.3.
• Customer data is logically isolated, ensuring that your data is never accessible to other customers.
• We do not sell, rent, or trade your personal data or project data to third parties for any purpose.
• AI processing of your documents and estimates uses anonymized data only. Your project-specific data is never used to train our AI models in a way that could identify you or your projects.
• You may export all of your data at any time in CSV, Excel, or PDF format through the platform's export functionality.

9. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, ElkConstruct makes no warranties or representations about the accuracy or completeness of the Service's content and assumes no liability or responsibility for:

• AI Estimates: AI-generated cost estimates, predictions, and recommendations are provided as decision-support tools only and are not guarantees of actual costs. You are solely responsible for independently verifying all estimates, costs, and quantities before relying on them for bidding, contracting, or any other purpose.
• Service Availability: We do not guarantee that the Service will be available at all times without interruption. We may perform scheduled maintenance, experience unplanned downtime, or temporarily suspend the Service for operational reasons.
• Third-Party Integrations: We are not responsible for the availability, accuracy, or functionality of third-party services integrated with the platform, including but not limited to Procore, QuickBooks, Stripe, and other connected services.
• Data Accuracy: While we take reasonable measures to ensure data integrity, we cannot guarantee that all data transmitted to or from the Service will be error-free or that any defects will be corrected.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ELKCONSTRUCT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:

• Any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses.
• Any loss of data beyond the scope of our backup and data retention policies as described in our Privacy Policy.
• Any damages arising from your reliance on AI-generated estimates, predictions, or recommendations provided by the Service.
• Any damages resulting from unauthorized access to or alteration of your transmissions or data, provided that such unauthorized access was not caused by our gross negligence or willful misconduct.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO ELKCONSTRUCT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, power failures, internet disruptions, or failures of third-party service providers.

11. Indemnification

You agree to indemnify, defend, and hold harmless ElkConstruct, its parent company (LayerLogix), affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service or any activity under your account.
• Your User Content or any materials you upload, transmit, or create through the Service.
• Your violation of these Terms or any applicable law, regulation, or third-party right.
• Any dispute between you and a third party arising from your use of the Service, including disputes with subcontractors, clients, or other platform users.

12. Termination

12.1 Termination by You

You may terminate your account and these Terms at any time by providing 30 days' written notice through your account settings or by contacting us at [email protected]. Upon termination, your right to access and use the Service will cease immediately after the notice period.

12.2 Termination by ElkConstruct

We may terminate or suspend your account and access to the Service immediately, without prior notice, if you materially breach these Terms, engage in prohibited activities, fail to pay outstanding fees, or if we are required to do so by law. For non-material breaches, we will provide 30 days' notice and an opportunity to cure the breach.

12.3 Effects of Termination

Upon termination of your account:

• You will have 30 days to export your data using the platform's export tools.
• After the 30-day export period, your data will be deleted in accordance with our data retention policy.
• Any outstanding fees incurred prior to termination remain due and payable.
• Sections of these Terms that by their nature should survive termination will continue to apply, including but not limited to intellectual property provisions, disclaimers, limitations of liability, and indemnification obligations.

13. Governing Law and Dispute Resolution

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

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall be resolved as follows:

• Informal Resolution: The parties shall first attempt to resolve any dispute informally by contacting each other and negotiating in good faith for a period of at least 30 days.
• Mandatory Arbitration: For disputes involving claims under $50,000, the parties agree to resolve the dispute through binding arbitration administered by the American Arbitration Association (AAA) in Portland, Oregon, under the AAA's Commercial Arbitration Rules.
• Litigation: For disputes involving claims of $50,000 or more, or for claims seeking injunctive or equitable relief, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Multnomah County, Portland, Oregon.

Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

14. Changes to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Provide at least 30 days' notice via email to the address associated with your account.
• Display a prominent notification within the Service.
• Update the "Last updated" date at the top of these Terms.

Your continued use of the Service after the effective date of any revised Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and may terminate your account in accordance with Section 12. We will not apply material changes retroactively to any disputes that arose before the effective date of the change.

15. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any other agreements or policies referenced herein, constitute the entire agreement between you and ElkConstruct regarding the Service and supersede all prior agreements, understandings, and communications, whether written or oral.
• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction.
• Notices: All notices under these Terms shall be in writing and shall be deemed given when sent to the email address associated with your account (for notices to you) or to [email protected] (for notices to us).

16. Contact

If you have any questions about these Terms of Service, please contact us: