1. Agreement
1.1 These Terms are an agreement between Fishtape, Inc. ("Fishtape", "we", "us") and the business that creates or uses a Fishtape workspace ("you"). The individual who accepts these Terms represents that they have authority to bind that business.
1.2 You represent that you are a business located in the United States and that every user of your workspace is at least 18 years old. We may close any workspace that does not meet this Section 1.2.
1.3 If you subscribe to the Founder Plan, the Founder Plan Terms are part of these Terms and control where they conflict with these Terms. A signed agreement between you and us controls over both.
2. Definitions
"Service" means the Fishtape software, websites, and related services.
"Your Content" means files and information you or your users submit to the Service.
"Output" means takeoffs, counts, prices, proposals, and other results the Service generates from Your Content.
"Derived Data" means data the Service creates from Your Content or your use of the Service, including symbol images, locations, labels, counts, and your corrections to Output.
"Pages" means pages of PDF files submitted for a takeoff.
3. Accounts
3.1 You are responsible for all activity in your workspace and for keeping sign-in credentials secure. You will notify us promptly at hello@fishtape.app of any unauthorized use.
3.2 Each user must verify a United States mobile number.
4. Fees and renewal
4.1 Your subscription renews automatically each month at the price shown at checkout until you cancel. We charge your payment method at the start of each billing period.
4.2 Each plan includes a number of Pages per billing period. Unused Pages expire at the end of each billing period.
4.3 Fees exclude taxes. You will pay all applicable sales and use taxes, which we add to your invoice.
4.4 You may cancel at any time in the Service. Cancellation takes effect at the end of the current billing period. Fees are non-refundable, including for partial billing periods and unused Pages.
4.5 We may change prices by email notice at least 30 days before the change. The new price applies from your first renewal after the notice period.
4.6 If a payment remains unpaid after our payment retry period, we may suspend or end your subscription.
4.7 The free trial includes one takeoff of up to 50 Pages per workspace, without charge. The free trial does not convert to a paid subscription.
5. Your Content and Output
5.1 You own Your Content. You grant us a non-exclusive license to host, copy, process, display, and transmit Your Content to provide the Service.
5.2 You represent that you have all rights needed to submit Your Content and to grant the licenses in these Terms, and that Your Content and our use of it under these Terms do not infringe any person's rights or violate any law.
5.3 As between you and us, you own Output, subject to Section 6.
5.4 Output may contain errors. You will review and verify all Output before relying on it. You are responsible for every bid, proposal, and price you submit and for all work you perform.
5.5 We may remove Your Content that violates these Terms.
6. Product improvement
6.1 You grant us a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, and analyze Your Content, Output, and Derived Data to improve the Service and to develop, train, and test machine learning models.
6.2 We will not disclose Your Content to anyone other than our service providers that process it for us under confidentiality obligations. We will not provide Your Content to anyone to train that person's models.
6.3 Derived Data we keep after your subscription ends will not identify any individual. We will not attempt to re-identify it.
6.4 We own the Service, our models, and all improvements to them. The end of your subscription does not end the license in Section 6.1 or require us to change or delete any model.
6.5 We may use any feedback you give us without restriction or payment.
7. Acceptable use
You will not, and will not allow anyone to:
(a) use the Service in violation of any law or any person's rights;
(b) resell the Service or provide it to anyone outside your business;
(c) share sign-in credentials;
(d) reverse engineer, decompile, or extract the source code or models of the Service, except as the law allows;
(e) access the Service by automated means other than features we provide;
(f) interfere with the Service or test its security without our written permission;
(g) upload malicious code; or
(h) use the Service or Output to build a competing product.
8. Customer name and logo
We may identify you as a customer by name and logo in our marketing. You may withdraw this permission by email to hello@fishtape.app, and we will stop using your name and logo in new materials within 30 days.
9. Copyright complaints
9.1 Send notices of claimed copyright infringement under 17 U.S.C. §512(c)(3) to our designated agent: Tyler Gibbs, Fishtape, Inc., 1674 North 840 West, Salem, UT 84653; tyler@fishtape.app; 801-513-9668.
9.2 We will end the access of users who repeatedly infringe copyrights.
10. Suspension and termination
10.1 We may suspend or end your access immediately if you breach these Terms, fail to pay, or use the Service in a way that creates a security or legal risk to us or others.
10.2 For 30 days after your subscription ends, you may export Your Content. We then delete Your Content, except plan sets we have selected to develop and test the Service under Section 6.
10.3 Sections 4.4, 5, 6, 10.2, and 11 through 15 survive the end of these Terms.
11. Disclaimers
THE SERVICE AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE.
12. Limitation of liability
12.1 NEITHER PARTY IS LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BIDS, LOST DATA, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.
12.2 EACH PARTY'S TOTAL LIABILITY ARISING FROM THESE TERMS OR THE SERVICE IS LIMITED TO THE GREATER OF $100 OR THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
12.3 SECTIONS 12.1 AND 12.2 DO NOT LIMIT YOUR OBLIGATION TO PAY FEES, YOUR OBLIGATIONS UNDER SECTION 13, OR LIABILITY THAT THE LAW DOES NOT ALLOW TO BE LIMITED.
13. Indemnity
You will defend, indemnify, and hold harmless Fishtape and its officers, directors, and employees from any third-party claim, and all resulting losses, damages, fines, and reasonable attorneys' fees, arising from Your Content, your bids, proposals, or work, or your breach of these Terms.
14. Disputes
14.1 Utah law governs these Terms, without regard to conflict-of-law rules.
14.2 Before filing a lawsuit, a party must send the other a written notice describing the dispute, and the parties must negotiate in good faith for 30 days after the notice. Either party may seek an injunction to stop misuse of its intellectual property or the Service without waiting.
14.3 The state courts located in Utah County, Utah, and the United States District Court for the District of Utah have exclusive jurisdiction over any dispute arising from these Terms or the Service. Each party consents to their jurisdiction and venue.
14.4 Each party may bring claims against the other only in its individual capacity, not as a plaintiff or class member in any class or representative proceeding.
14.5 EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING FROM THESE TERMS OR THE SERVICE.
15. General
15.1 We may send notices to the email address on your account. You may send notices to hello@fishtape.app or to Fishtape, Inc., 1674 N 840 W, Salem, Utah 84653. A notice sent by email is written notice.
15.2 We will notify you of a material change to these Terms by email or in the Service at least 30 days before it takes effect. A material change applies to you only after you accept it. If you do not accept it, your subscription ends at the end of the billing period in which the change takes effect, and the prior Terms apply until then. Other changes take effect when posted.
15.3 You may not assign these Terms without our written consent. We may assign these Terms in a merger, acquisition, or sale of all or substantially all of our assets.
15.4 Neither party is liable for a delay or failure caused by events beyond its reasonable control, except for payment obligations.
15.5 If a court finds any provision of these Terms unenforceable, that provision is enforced to the maximum extent allowed and the rest of these Terms remain in effect.
15.6 A failure to enforce a provision is not a waiver of it.
15.7 These Terms, the Founder Plan Terms if they apply to you, and any signed agreement between you and us are the entire agreement on their subject and replace all prior agreements on it.