RoofLog — Terms of Service

Draft — subject to revision following legal review.

RoofLog Subscription Terms of Service

Last updated: 2026-08-16

These Terms of Service (the "Terms") are a binding agreement between Gieson Co, a Florida corporation ("Gieson Co.", "we", "us"), and the entity that subscribes to the RoofLog service ("Customer", "you"). They govern access to and use of RoofLog, the hosted rooftop asset inventory application available at https://therooflog.com, together with related documentation, training materials, and our mobile and successor applications (the "Service").

By creating an account, accepting an invitation to a Workspace, executing an Order Form, or using the Service, you agree to these Terms. If you are accepting on behalf of a company or other organization, you represent that you have authority to bind that organization, and "Customer" means that organization.

If you do not agree, do not use the Service.

1. Definitions

"Billable Asset" means (a) any equipment or component record in a Workspace that has not been Deleted, whether or not it is Decommissioned, and (b) any roof section record. Billable Assets are the unit by which subscription fees are metered.

"Decommissioned" means an asset record Customer has marked as no longer in service — for example because the equipment has been physically removed from the building, replaced, or taken out of use. A Decommissioned record is retained in the Workspace together with its photographs, notes, and service history, remains visible and exportable, and remains a Billable Asset. Decommissioning is a status change, not a deletion.

"Deleted" means an asset record that has been permanently removed from the Workspace. Deleting an asset record permanently destroys its service history, notes, and photographs, and cannot be undone. A Deleted record ceases to be a Billable Asset from the next measurement date under Section 3.7.

"Authorized User" means an individual whom Customer permits to access a Workspace, including Customer's employees and any Contractor Users granted access by Customer.

"Contractor User" means an individual holding a RoofLog account who is not an employee of Customer and who has been granted access to one or more Workspaces by their respective Customers — for example, a roofing or HVAC contractor engaged by Customer.

"Customer Data" means all data, records, text, images, audio, and files submitted to or generated in a Workspace by or on behalf of Customer or its Authorized Users, including building and roof records, equipment records, serial numbers, condition ratings, service history, notes, voice recordings and their transcripts, and uploaded photographs.

"Order Form" means the ordering document, invoice, online checkout, or written confirmation identifying the Plan, subscription term, and fees.

"Plan" means the subscription tier or rate Customer has purchased, defined by a maximum number of Billable Assets or by a per-asset rate.

"Workspace" means a discrete tenant environment within the Service containing Customer's buildings, roofs, equipment records, and related Customer Data.

2. The Service and license grant

Subject to these Terms and payment of applicable fees, Gieson Co. grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the subscription term, solely for Customer's internal business purposes of recording and managing building and equipment information.

This is a subscription, not a sale. No perpetual license, no source code license, and no ownership interest in the Service is granted under any circumstances. All rights not expressly granted are reserved.

Customer shall not, and shall not permit any Authorized User to: (a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble any part of the Service, except to the extent that restriction is unenforceable under applicable law; (c) resell, sublicense, rent, lease, time-share, or provide the Service as a service bureau to third parties; (d) access the Service to build a competing product; (e) use automated means to scrape, extract, or harvest data from the Service except through interfaces we provide; (f) circumvent or attempt to circumvent any access control, metering, or usage limit; (g) upload malicious code or interfere with the integrity or performance of the Service; (h) use the AI features described in §9 to develop, train, or evaluate a competing model or service; or (i) remove or obscure any proprietary notice.

3. Plans, Billable Asset metering, and limits

3.1 Metering. Subscription fees are based on the number of Billable Assets across Customer's Workspace(s), as set out on the Order Form. Every asset record counts for as long as it is retained in the Workspace, including Decommissioned records — that is, records for equipment that has been physically removed from the building, replaced, or taken out of use. Decommissioned records keep their full service history and remain part of Customer's register, which is why they continue to meter. Deleted records do not count.

3.2 Roof sections. Each roof section record is a Billable Asset and is billed at the roof rate stated on the Order Form, in addition to equipment Billable Assets. A building with more than one roof section — a main roof and an annex, or separate wings — meters one roof Billable Asset per section.

3.3 What is not metered. The following are unlimited on every Plan and are never counted toward a Plan limit or billed separately: buildings and properties; tenant bay outlines; Authorized Users, including Customer's employees; Contractor User grants; service history entries; notes and voice notes; and notification recipients.

3.4 Photograph limit. Customer may upload up to twenty (20) photographs per asset record. We may decline uploads beyond that limit. We may offer additional photograph capacity as a paid option; none is included by default.

3.5 Exceeding a Plan limit does not interrupt service. If Customer's Billable Asset count exceeds the Plan limit, the Service will not block, lock, degrade, or delete access to any Workspace or record. We will notify Customer and provide a grace period of not less than thirty (30) days to reduce usage or move to a higher Plan. If usage remains above the limit at the end of the grace period, the applicable Plan tier will apply from the next renewal. Nothing in this section permits Customer to evade fees through repeated short-term reductions in Billable Asset count.

3.6 Decommissioning and Deleting. Customer may Decommission an asset record at any time; the record and its history are retained and it remains a Billable Asset. Customer may Delete an asset record at any time, which reduces the Billable Asset count from the next measurement — but Deleting permanently destroys that record's service history, notes, and photographs. Customer is responsible for exporting anything it wishes to retain before Deleting. Deleting records to reduce fees will also destroy the equipment history those records represent.

3.7 Measurement and transparency. Our records of Billable Asset count are the basis for billing. Customer may view its current count, broken down by asset type, and every invoice with its line items, in the Service at any time. If Customer disputes a count in good faith, we will review it promptly.

4. Accounts, Workspaces, and Authorized Users

4.1 Account security. Customer is responsible for maintaining the confidentiality of account credentials and for all activity occurring under its Authorized Users' accounts. Customer will notify us promptly of any suspected unauthorized access. Credentials must not be shared between individuals — each person accessing the Service must use their own account. Where Customer's Authorized Users sign in through a third-party identity provider (Google, Microsoft, or Apple), Customer is responsible for the security and administration of those accounts.

4.2 Multi-factor authentication. The Service supports app-based multi-factor authentication ("MFA"), which each Authorized User may enable on their own account. Customer will require each of its Authorized Users to enable MFA, and is responsible for verifying that they have done so. Where the Service offers a Workspace-level control requiring MFA, Customer is responsible for configuring it.

4.3 Responsibility for credential compromise. Gieson Co. is not responsible for any unauthorized access to, disclosure of, loss of, or damage to Customer Data resulting from Customer's or an Authorized User's management of access credentials, including where arising from: credentials shared between individuals; failure to enable MFA; use of weak, guessable, or reused passwords; disclosure of credentials through phishing or social engineering; compromise of a third-party identity provider account used to sign in (Google, Microsoft, or Apple); failure to revoke a person's access promptly when they leave Customer's organization or complete an engagement; or failure to report a suspected compromise promptly. Customer's obligations under Sections 4.1 and 4.2 are material terms of these Terms.

4.4 Workspace control. Customer controls its own Workspace, including which individuals have access, at what role (administrator, member, contractor, or billing manager), and at what access level (full, standard, or read-only). Customer is responsible for granting, reviewing, and revoking access, and for the acts and omissions of its Authorized Users as if they were Customer's own.

4.5 Administrator retention. The Service will not permit a Workspace that still has members to be left without at least one administrator. Customer must promote a replacement administrator before removing or demoting the last one.

4.6 Accuracy of records. Customer is responsible for the accuracy, completeness, and legality of Customer Data, including equipment identification, serial numbers, condition ratings, warranty dates, and maintenance dates. We do not verify, inspect, or validate Customer Data.

5. Contractor Users and cross-Workspace access

This section reflects how the Service is designed to work and should be read carefully.

5.1 One account, multiple Workspaces. A Contractor User registers a single RoofLog account and may be granted access to Workspaces belonging to multiple, unrelated Customers. Each grant is separate.

5.2 Customer controls the grant. Access to a Workspace exists only because that Workspace's Customer granted it, and that Customer may revoke it at any time, for any reason, without notice to the Contractor User. No Contractor User acquires any right to continued access, and no Contractor User's access to one Workspace creates any right of access to another.

5.3 Separation between Workspaces. A Contractor User may access Customer Data in a Workspace only for the purpose of performing services for that Workspace's Customer. A Contractor User must not: export, copy, or retain Customer Data from a Workspace for use outside that engagement; disclose one Customer's data to another Customer; or use Customer Data from any Workspace for its own marketing, prospecting, benchmarking, or commercial purposes. Contractor Users agree to these obligations by accessing a Workspace, and each Customer is an intended third-party beneficiary of this Section 5.3 as to its own Workspace.

5.4 No agency. Granting a Contractor User access does not make Gieson Co. a party to, or responsible for, the relationship between Customer and its contractor, or for any work performed by that contractor.

5.5 Contractor accounts are free. We do not charge Contractor Users for their accounts, and we do not bill any Customer for granting contractor access.

5.6 Records survive removal. Removing a Contractor User or member from a Workspace revokes access immediately but does not remove anything that person recorded. Photographs, notes, service events, and edits they created remain Customer Data and remain attributed to them.

6. Proposed changes and approval queue

Where Customer assigns an Authorized User an access level below full, that user's edits to asset records are submitted to Customer's approval queue rather than applied directly. Approval and rejection are Customer's decisions alone. We do not review, approve, or reject proposed changes, and we are not responsible for changes Customer approves or fails to approve.

7. Customer Data and ownership

7.1 Customer owns its data. As between the parties, Customer owns all right, title, and interest in and to Customer Data. Gieson Co. claims no ownership of Customer Data and acquires no rights in it other than the limited license in Section 7.2.

7.2 License to operate the Service. Customer grants Gieson Co. a non-exclusive, worldwide license to host, store, copy, transmit, display, and process Customer Data solely as necessary to provide, secure, maintain, and support the Service, to prevent or address technical problems, and as otherwise instructed by Customer. This license terminates when the Customer Data is deleted in accordance with Section 7.6.

7.3 Export at any time, at no charge. Customer may export its Customer Data at any time during the subscription term using the export functionality we make available, at no additional charge. On written request we will also provide a standard bulk export delivered electronically in a machine-readable format, also at no charge. We will not condition any export on payment of disputed amounts, on renewal, or on any release of claims.

7.4 Assisted export (optional, chargeable). Separately from the free exports in Section 7.3, Customer may request that we perform an assisted export — for example, writing Customer Data to physical media Customer supplies, producing a bespoke format, or other work requiring our hands-on time. This is an optional convenience service, available at any time during the subscription term and after termination, and is billed at our then-current rates as quoted to Customer in advance and recorded on an Order Form or written quotation. Customer supplies and pays for the media and shipping; media must be encrypted or capable of encryption; we are not responsible for media lost, delayed, or damaged in transit. Nothing in this Section makes the exports in Section 7.3 chargeable — Customer can always obtain its Customer Data itself, for free, without using this service.

7.5 Aggregated and de-identified data. We may generate and use aggregated, de-identified statistical data derived from operation of the Service (for example, counts of equipment types or average equipment age across the platform) to operate, improve, and market the Service, provided such data does not identify Customer, any Authorized User, any building, any address, or any individual asset record, and is not disclosed in a form from which Customer could reasonably be identified.

7.6 Retention and deletion after termination. Following expiration or termination, Customer may export Customer Data for thirty (30) days, using the free exports in Section 7.3 or the assisted export in Section 7.4. After that period we may permanently delete Customer Data from the production Service, and Customer should not rely on it remaining available. Deletion from routine backups occurs on our standard backup rotation. We will delete Customer Data sooner on written request. Customer is responsible for taking its export within that thirty (30) day window.

7.7 Confidentiality of Customer Data. We treat Customer Data as Customer's confidential information. We will not sell Customer Data, and we will not disclose it to third parties except to subprocessors under Section 10, as Customer directs, or as required by law — in which case we will give Customer notice where legally permitted.

7.8 Deleting a person never deletes records. Closing or deleting an individual's login revokes that person's access and removes their personal contact details, but does not delete any building, roof, asset, photograph, note, or service record they created. Those records remain Customer Data.

8. Photographs and uploaded content

Photograph uploads are subject to the limit in Section 3.4.

Customer represents that it holds all rights necessary to upload photographs, audio recordings, and other content to the Service and to grant the license in Section 7.2, and that doing so does not infringe any third-party right or violate any law or any site-access restriction applicable to the property photographed.

Photographs carry location data. Photographs captured or uploaded through the Service are tagged with the geographic position (GPS coordinates) and the time at which they were captured, where the capturing device provides that information, and photographs taken in the mobile applications are tagged with the device's location at the moment of capture. That location and timestamp data is stored with the photograph as Customer Data, is used to place and verify equipment locations, and is visible to everyone with access to the Workspace, including Contractor Users Customer has granted access.

Customer is responsible for determining whether capturing and storing location data is appropriate for its properties, for informing its Authorized Users, and for any site-access or confidentiality restriction that applies to photographing a property.

Customer should not upload photographs or recordings containing identifiable individuals, government-issued identifiers, or other personal information unrelated to equipment documentation. The Service is not designed to process sensitive personal information, and Customer must not submit it.

9. AI-assisted features

The Service includes three optional AI-assisted features. Each is described here because each sends some Customer Data to a third-party AI provider, and Customer should understand what goes where before using them.

9.1 Voice-note transcription. When an Authorized User records a voice note, the audio is sent to our transcription provider (see §10) and the resulting transcript is written into the asset's or roof's notes ledger. The original audio remains available in the Service.

9.2 Nameplate reading. When an Authorized User asks the Service to read an equipment data plate from a photograph, that photograph is sent to our AI provider, which proposes manufacturer, model, serial number, and capacity values. Proposals go to Customer's approval queue and never change a record automatically. Readings are frequently imperfect; Customer is responsible for confirming them, and Section 11 applies in full.

9.3 Support assistant. The in-app support assistant answers questions from our published product documentation. It cannot change anything, ever. By default it has no access to Customer Data. It can look up information from Customer's own Workspace only where two separate permissions are both in force: (a) a Workspace administrator has enabled support-assistant data access in Workspace settings, and (b) the individual user has enabled it for that specific conversation. Access, when enabled, is read-only, limited to that one Workspace, and never extends to any other Customer's data. Conversations are not retained on our servers.

9.4 No training on Customer Data. We use these providers under commercial API terms that do not permit them to use content submitted through the Service to train or improve their models. We do not use Customer Data to train models ourselves.

9.5 AI output is not verified. Transcripts, nameplate readings, and assistant answers are generated automatically and may be inaccurate, incomplete, or wrong. They are proposals and convenience aids, not verified information, and Section 11 (no professional advice) applies to them in full.

9.6 Fair use. AI features are subject to reasonable usage limits, which we may adjust. Exceeding a limit affects only the AI feature; it never blocks access to Customer Data or to the rest of the Service.

9.7 Turning them off. Customer may ask us to disable AI-assisted features for its Workspace.

10. Subprocessors and data location

We use the following subprocessors to provide the Service:

| Subprocessor | Purpose | Location | |---|---|---| | Vercel Inc. | Application hosting, server logs | United States | | Supabase Inc. | Database, authentication, file and photo storage | United States (us-east-1) | | Google LLC — Maps Platform | Maps, satellite imagery, geocoding | United States | | OpenAI, L.L.C. | Voice-note transcription; nameplate reading | United States | | Anthropic PBC | In-app support assistant | United States | | Resend | Transactional and notification email | United States | | GoDaddy | Domain registration and DNS | United States | | Apple (iCloud) | Our own company email only | United States |

Data residency notice. Customer Data, including equipment records and uploaded photographs, is stored in the United States. By using the Service, Customer consents to the storage and processing of Customer Data in the United States, and to cross-border transfer as necessary to provide the Service.

We may update this list as the Service evolves and will give notice of material changes. We remain responsible for our subprocessors' performance of our obligations under these Terms.

11. No professional advice; equipment decisions remain Customer's

This section is material to the bargain and Customer should read it closely.

11.1 The Service is a record-keeping tool. RoofLog stores and displays information that Customer and its contractors enter. It does not inspect equipment, does not assess roofs, and does not evaluate structural, mechanical, or safety conditions.

11.2 Not professional advice. Nothing in the Service — including condition ratings, colors, statuses, remaining-life indications, replacement estimates, reports, training materials, or AI-generated output — constitutes engineering, roofing, HVAC, inspection, insurance, legal, financial, or other professional advice, or any certification, warranty, or opinion as to the condition, safety, compliance, or fitness of any building, roof, or equipment.

11.3 Customer's responsibility. Customer remains solely responsible for inspecting, maintaining, repairing, and replacing its equipment and roofs; for compliance with codes, permits, warranties, insurance requirements, and contractual obligations; and for all capital, budgeting, and operational decisions. Customer must independently verify any information in the Service before relying on it.

11.4 Warranty and maintenance information. Warranty terms, expiration dates, and maintenance intervals recorded in the Service are entered by Customer or its contractors and are not verified by us. Warranty coverage is determined solely by the applicable manufacturer or contractor and its documentation, not by what the Service displays.

11.5 Training materials. Training modules in the Service explain how to use RoofLog and describe rooftop equipment in general terms. They are not a substitute for trade training, licensure, manufacturer instructions, or site safety procedures, and nothing in them authorizes any person to work on a roof or on equipment.

12. Mapping, imagery, and location data

The Service incorporates mapping, satellite imagery, and geocoding provided by Google Maps Platform. Customer's use of those features is subject to the Google Maps/Google Earth Additional Terms of Service and the Google Privacy Policy, which Customer agrees to as a condition of use. Customer must not copy, cache, extract, resell, or create derivative works from Google mapping content except as those terms permit.

Imagery is approximate. Satellite and aerial imagery may be outdated, may be misaligned, and may not reflect current site conditions. Pin placement, GPS tags on photographs, and tenant bay outlines indicate approximate location only and are not a survey, not a measurement, not a boundary determination, and not a substitute for physical site verification.

13. Notifications and alerts

The Service can send email notifications in advance of recorded maintenance dates, drain-line maintenance dates, and warranty expirations.

Notifications are a convenience feature and are not guaranteed. Delivery depends on Customer's recorded data being accurate and current, on correct recipient addresses, and on third-party email and network systems outside our control. Messages may be delayed, filtered, blocked, or not delivered.

Customer must not rely on the Service as its sole method of tracking any deadline, warranty expiration, inspection requirement, or maintenance obligation. Customer is responsible for maintaining independent means of meeting any obligation with legal, financial, or safety consequence. We are not liable for any missed deadline, lapsed warranty, denied claim, or resulting cost arising from a notification that was not sent, not delivered, not received, or not acted upon.

14. Fees and payment

14.1 Fees. Customer will pay the fees on the Order Form. Fees are based on the Plan and, unless stated otherwise, are billed in advance and non-refundable except as expressly provided in these Terms.

14.2 Invoicing. Fees are invoiced as stated on the Order Form and are due net thirty (30) days from the invoice date unless the Order Form says otherwise. Every invoice is itemized and visible to Customer in the Service.

14.3 Late payment and suspension. Undisputed amounts more than thirty (30) days overdue may accrue interest at the lesser of 1.5% per month or the maximum permitted by law. We may suspend access after providing at least ten (10) days' written notice of non-payment and an opportunity to cure. Suspension does not itself delete Customer Data, and Customer's export rights under Sections 7.3 and 7.4 remain available throughout any suspension.

14.4 Suspension is time-limited. If a suspension for non-payment continues for thirty (30) days, we may terminate these Terms, at which point the export and retention provisions of Section 7.6 apply. We are not obliged to retain Customer Data indefinitely for a suspended account. Customer should take its export during the suspension period rather than relying on the post-termination window.

14.5 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, and similar taxes, excluding taxes on our income.

14.6 Fee changes. We may change fees effective at the start of a renewal term on at least thirty (30) days' notice before the renewal date. If Customer does not accept the change, Customer may elect not to renew.

14.7 Payment card data. We do not currently process payment card data. If payment processing is added, it will be handled by a third-party processor under its own terms, and this section and Section 10 will be updated accordingly.

15. Term, termination, and suspension

15.1 Term. These Terms begin on the earlier of account creation or the Order Form effective date and continue for the subscription term stated on the Order Form, renewing for successive terms of equal length unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.

15.2 Termination for cause. Either party may terminate on thirty (30) days' written notice of a material breach that remains uncured at the end of that period.

15.3 Immediate suspension. We may suspend access immediately, with notice as soon as reasonably practicable, if Customer's use poses a security risk to the Service or another customer, is unlawful, or materially disrupts the Service. We will limit any suspension to what is reasonably necessary and restore access promptly once resolved.

15.4 Effect of termination. On termination, Customer's right to access the Service ends and any unpaid fees for the terminated term become due. Customer's export rights under Sections 7.3 and 7.4 and the retention period in Section 7.6 apply.

15.5 Survival. Sections 1, 2 (restrictions), 4.3, 5.3, 7, 9.4, 11, 13, 15.4, 16, 17, 18, 20, 21, and 22 survive termination.

16. Warranties and disclaimers

16.1 Mutual. Each party represents that it has the authority to enter into these Terms.

16.2 Our commitment. We will provide the Service in a professional manner and will not materially decrease its core functionality during a paid subscription term.

16.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 16.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GIESON CO. DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT NOTIFICATIONS WILL BE DELIVERED, THAT AI-GENERATED OUTPUT WILL BE ACCURATE, OR THAT CUSTOMER DATA, IMAGERY, OR ANY INFORMATION DISPLAYED IS ACCURATE, COMPLETE, OR CURRENT.

16.4 Support. We provide email support at support@therooflog.com during United States business days and will use commercially reasonable efforts to respond within one business day. No uptime, availability, response-time, or resolution commitment applies unless stated in an Order Form or a separate written service level agreement.

17. Limitation of liability

17.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OF DATA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

17.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO GIESON CO. IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.3 Property damage and equipment costs expressly excluded. WITHOUT LIMITING THE FOREGOING, GIESON CO. IS NOT LIABLE FOR THE COST OF REPAIRING OR REPLACING ANY EQUIPMENT, ROOF, OR BUILDING; FOR ANY EQUIPMENT FAILURE, WATER INTRUSION, OR PROPERTY DAMAGE; FOR ANY LAPSED, DENIED, OR VOIDED WARRANTY OR INSURANCE CLAIM; OR FOR ANY MISSED MAINTENANCE, INSPECTION, OR COMPLIANCE DEADLINE — INCLUDING WHERE ARISING FROM INACCURATE CUSTOMER DATA, AN INACCURATE AI-GENERATED TRANSCRIPT OR NAMEPLATE READING, AN UNDELIVERED NOTIFICATION, OR SERVICE UNAVAILABILITY.

17.4 Exceptions. Sections 17.1 through 17.3 do not limit Customer's payment obligations, either party's indemnification obligations under Section 18, or liability for fraud, willful misconduct, or gross negligence.

17.5 Basis of the bargain. Customer acknowledges that the fees reflect this allocation of risk and that we would not provide the Service on these fees without it.

18. Indemnification

18.1 By Gieson Co. We will defend Customer against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes a United States patent, copyright, or trademark, and will pay resulting damages finally awarded or amounts we approve in settlement. This does not apply to claims arising from Customer Data, from AI-generated output, from combination with anything not provided by us, or from use in violation of these Terms. If the Service becomes subject to such a claim, we may procure the right to continue use, modify the Service, or terminate the affected subscription and refund prepaid unused fees.

18.2 By Customer. Customer will defend and indemnify Gieson Co. against third-party claims arising from Customer Data (including photographs, recordings, and any claim that Customer lacked rights to them), from Customer's or its Authorized Users' violation of these Terms or applicable law, and from Customer's decisions regarding inspection, maintenance, repair, or replacement of equipment or roofs.

18.3 Process. The indemnified party will give prompt notice, tender sole control of the defense, and provide reasonable cooperation. No settlement imposing liability or admission on the indemnified party may be made without its consent.

19. Intellectual property and feedback

Gieson Co. and its licensors own all right, title, and interest in the Service, including all software, interfaces, designs, documentation, help content, and training materials (including training videos and written modules), and all intellectual property rights in them. Training and help content is licensed to Customer for internal use by its Authorized Users during the subscription term and may not be redistributed, resold, or published. "RoofLog" and associated logos are marks of Gieson Co.

If Customer provides suggestions or feedback, Gieson Co. may use it without restriction or obligation. Feedback is provided voluntarily and does not include Customer Data.

20. Early access

The Service is newly released and under active development. Features may be added, changed, or removed, and Customer may encounter defects. We will not materially decrease core functionality during a paid term (Section 16.2), but Customer acknowledges the Service is not a mature product and should evaluate it accordingly.

21. Confidentiality

Each party may receive non-public information of the other. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and subprocessors with a need to know who are bound by comparable obligations. This does not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party. Disclosure required by law is permitted with notice where legally allowed. Customer Data is governed by Section 7.

22. Governing law and disputes

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Please read this section carefully. It requires most disputes to be resolved by binding arbitration on an individual basis, and waives the right to a jury trial and to participate in a class action.

22.1 Escalation first. Before commencing arbitration or filing suit, the parties will attempt in good faith to resolve any dispute through discussion between authorized representatives for thirty (30) days after written notice describing the dispute.

22.2 Binding arbitration. If the dispute is not resolved within that period, any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity of them, will be resolved by final and binding arbitration rather than in court, except as provided in Section 22.4.

• The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect.
• The arbitration will be heard by one (1) arbitrator.
• The seat and location of the arbitration will be Palm Beach County, Florida, unless the parties agree otherwise in writing. Hearings may be held by videoconference by agreement or at the arbitrator's direction.
• The arbitrator will apply Florida law and may not award any relief inconsistent with these Terms, including any damages excluded or capped by Section 17.
• Judgment on the award may be entered in any court of competent jurisdiction.
• The arbitration, the record, and the award are confidential, except as necessary to enforce the award or as required by law.
• Each party bears its own attorneys' fees and its share of arbitration costs, except that the arbitrator may award the prevailing party its reasonable costs and fees where permitted by law.

22.3 Class action waiver. Disputes will be arbitrated only on an individual basis. Neither party may bring a claim as a plaintiff or class member in a class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate the claims of more than one party or preside over any class or representative proceeding. If this Section 22.3 is found unenforceable as to a particular claim, that claim — and only that claim — will be severed and heard in the courts identified in Section 22.5.

22.4 What is not arbitrated. Notwithstanding Section 22.2, either party may:

• (a) seek injunctive or other equitable relief in a court of competent jurisdiction at any time to protect its intellectual property rights or confidential information, without first completing Section 22.1;
• (b) bring an individual claim in small claims court if it qualifies; and
• (c) bring an action in court to collect undisputed fees due and unpaid under Section 14, which the parties agree is not subject to arbitration.

22.5 Courts. For any matter not subject to arbitration, for entry of judgment on an award, and in aid of arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Palm Beach County, Florida, and waive any objection to that venue.

23. General

23.1 Changes to these Terms. We may modify these Terms. For material changes we will give at least thirty (30) days' notice by email or in the Service, effective at the start of Customer's next renewal term, and Authorized Users will be asked to review and accept the revised Terms on next sign-in. Continued use after the effective date constitutes acceptance. We record which version each person accepted and when.

23.2 Assignment. Neither party may assign these Terms without the other's written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice.

23.3 Publicity. Neither party will use the other's name or marks publicly without prior written consent.

23.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

23.5 Independent contractors. The parties are independent contractors. No agency, partnership, joint venture, or employment relationship is created. We may engage third parties to refer or resell the Service; a referring party is not our agent, is not authorized to make commitments on our behalf, and is not a party to these Terms.

23.6 Severability and waiver. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains in effect. Failure to enforce is not a waiver.

23.7 Entire agreement. These Terms, together with any Order Form and the Privacy Policy, are the entire agreement on this subject and supersede prior discussions. Where Customer has executed a signed RoofLog Subscription Agreement, that agreement governs and supersedes these Terms. In a conflict, the Order Form controls over these Terms as to the terms it expressly addresses. Customer purchase order terms are of no effect.

23.8 Notices. Legal notices to Gieson Co.: by email to support@therooflog.com with the subject line "Legal Notice." A registered-agent mailing address is being designated and will be published here when available; until then, email is the notice channel. Notices to Customer may be sent to the email address on the account.

Gieson Co. · RoofLog · https://therooflog.com