Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “your,” or “Customer”) and Stimaro LLC, a New York limited liability company (“Stimaro™,” “we,” “us,” or “our”), governing your access to and use of the Stimaro estimating software, related services, and our website (collectively, the “Service”).

Please read these Terms carefully. By installing, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree, do not access or use the Service.

These Terms contain a binding arbitration clause and class action waiver in Section 15. Please review Section 15 carefully as it affects your legal rights.

1. Acceptance and Eligibility

1.1 Acceptance. By creating an account, installing the software, or otherwise using the Service, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference.

1.2 Eligibility. You must be at least eighteen (18) years old and have the legal authority to enter into a binding contract to use the Service. If you are using the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and references to “you” include that entity.

1.3 Business Use. The Service is intended for business use by marine contractors, heavy civil contractors, and related construction professionals. You agree to use the Service solely for lawful business purposes.

2. Account Registration

2.1 Account Creation. To use the Service, you must create an account by providing accurate, complete, and current information. You agree to update your account information to keep it accurate.

2.2 Account Security. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Stimaro immediately of any unauthorized access or use.

2.3 One Account Per License. Each subscription entitles the Customer to one (1) account. Sharing accounts or login credentials with any person outside your organization is strictly prohibited and may result in immediate termination.

3. Subscriptions, Billing, and Payment

3.1 Subscription Plans. The Service is offered on a monthly or annual subscription basis. Pricing, features, and plan details are published on our website and may be updated from time to time.

3.2 Free Trial. Stimaro offers a fourteen (14) day free trial of the Service for new prospective Customers. The trial is governed by these Terms of Service and by the separate Trial Terms available at stimaro.com/legal/trial-terms, which you must accept before activating your trial. The Trial Terms set forth the specific scope, limitations, and conversion process applicable to the free trial.

3.2.1 No Automatic Conversion. The free trial will not automatically convert to a paid subscription at the end of the trial period. To continue using the Service after the trial ends, you must execute a Master Service Agreement and an applicable Order Form with Stimaro. No payment method is required to activate or maintain a trial.

3.2.2 Trial Scope and Feature Access. Trial users have access to standard product features of the Service. The following are not available during the trial period and require a paid subscription: (a) custom feature builds; (b) third-party integrations beyond standard integrations; (c) white-label or co-branded deployment; and (d) any other feature designated by Stimaro as a paid-only feature.

3.2.3 Trial Seat Limit. Trials are limited to a maximum of five (5) Authorized Users (the Starter tier seat limit), regardless of the subscription tier intended for evaluation. Additional seats become available upon conversion to a paid subscription that supports them.

3.2.4 Trial Extension. At Stimaro's sole discretion, a one-time trial extension of up to an additional sixteen (16) days may be granted upon request, for a total maximum trial duration of thirty (30) days.

3.2.5 Data Retention After Trial. If your trial ends without conversion to a paid subscription, Stimaro will preserve your Customer Data for thirty (30) days following the trial expiration date (the “Retention Period”). During the Retention Period, you may request export of your Customer Data by contacting [email protected]. After the Retention Period, Stimaro will delete your Customer Data in accordance with its data retention policies.

3.3 Payment. You authorize Stimaro to invoice all applicable fees, and where a payment method is on file, to charge that payment method. Subscriptions renew automatically at the end of each billing period unless cancelled in accordance with Section 3.6.

3.4 Price Changes. We may change subscription prices at any time. For existing subscribers, price changes will take effect at the start of the next billing cycle following at least thirty (30) days' notice. Continued use of the Service after the price change constitutes acceptance of the new price.

3.5 Taxes. All fees are exclusive of applicable sales, use, value-added, and other taxes, which are your responsibility unless otherwise expressly stated.

3.6 Cancellation. You may cancel your subscription at any time by contacting us at [email protected]. Cancellation takes effect at the end of the then-current billing period. You will retain access to the Service through the end of the paid period.

3.7 No Refunds. Except as expressly required by law, all fees are non-refundable. Cancelling a subscription does not entitle you to a refund for any unused portion of the paid period.

3.8 Failed Payments. If a payment fails, we may suspend or terminate your access to the Service until the outstanding balance is paid. We reserve the right to charge reasonable interest on overdue amounts to the extent permitted by law.

4. License Grant

4.1 License. Subject to your compliance with these Terms and payment of all applicable fees, Stimaro grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Service on devices owned or controlled by you, solely for your internal business purposes and only during the term of an active, paid subscription. During an active free trial governed by Section 3.2 and the Trial Terms, the license granted under this Section 4.1 is conditioned on compliance with these Terms and the Trial Terms rather than on payment of fees.

4.2 Account-Based Access. Access to the Service is tied to the authorized email addresses on your account. Account access is personal to your organization and may not be shared, sold, transferred, or otherwise made available to any third party outside your organization. Sharing account access outside your organization is a material breach of these Terms.

4.3 License Limitations. The license granted herein is conditioned on your compliance with these Terms. Stimaro reserves all rights not expressly granted.

5. Acceptable Use

5.1 Prohibited Conduct. You agree not to, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Service, except as permitted by applicable law;
• Copy, modify, translate, adapt, or create derivative works of the Service or any portion thereof;
• Resell, rent, lease, lend, sublicense, distribute, or otherwise commercially exploit the Service or make it available to any third party;
• Remove, obscure, or alter any proprietary notices, trademarks, or copyright marks in the Service;
• Use the Service to develop or train a competing product or service;
• Use the Service to transmit any unlawful, infringing, harmful, or malicious content, including viruses, worms, or other harmful code;
• Access or use the Service to circumvent account access controls, usage limits, or any other technical restrictions;
• Use the Service in any manner that violates applicable law, regulation, or the rights of any third party;
• Conduct automated scraping, data mining, or bulk data extraction without our prior written consent;
• Use the Service in any safety-critical, life-critical, or hazardous environment where failure could result in death, personal injury, or environmental damage.

5.2 Enforcement. Stimaro reserves the right, but not the obligation, to monitor use of the Service for compliance with these Terms. We may suspend, restrict, or terminate your access for any suspected violation, with or without notice.

6. Intellectual Property

6.1 Stimaro IP. The Service, including all software, documentation, content, designs, features, trademarks, and related intellectual property, is owned by Stimaro or its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. These Terms do not convey any ownership interest in the Service to you.

6.2 Feedback. If you provide suggestions, ideas, or feedback regarding the Service (collectively, “Feedback”), you grant Stimaro a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate the Feedback into the Service or any other product without restriction or compensation to you.

6.3 Trademarks. “Stimaro” and the Stimaro logo are trademarks of Stimaro LLC. You may not use our trademarks without our prior written consent.

7. Customer Data

7.1 Your Data. You retain all rights, title, and interest in and to any data, estimates, project files, or other content you create, upload, or input into the Service (“Customer Data”). You grant Stimaro a limited, non-exclusive license to host, process, display, and transmit Customer Data solely as necessary to provide the Service.

7.2 Your Responsibility. You are solely responsible for the accuracy, quality, legality, and integrity of Customer Data and for obtaining any necessary rights, consents, or permissions to submit Customer Data to the Service.

7.3 Backups. While we take reasonable measures to protect Customer Data, Stimaro is not liable for any loss or corruption of Customer Data.

7.4 Privacy. Our collection and use of personal information is governed by our Privacy Policy, available at stimaro.com/legal/privacy.

8. Software Updates and Changes

8.1 Updates. We may release updates, patches, new features, and enhancements to the Service from time to time. Some updates may be required for continued use of the Service, and you agree to install such updates promptly.

8.2 Modifications to the Service. Stimaro reserves the right to modify, suspend, or discontinue any feature or portion of the Service at any time. We will provide reasonable notice of material changes that adversely affect paying subscribers.

9. No Professional Advice; Estimate Accuracy

9.1 Informational Tool. The Service is a software tool intended to assist in preparing construction estimates. The Service does not provide engineering, legal, financial, or other professional advice.

9.2 No Warranty of Accuracy. Estimates, calculations, projections, and outputs generated by the Service are based on inputs you provide and assumptions built into the software. Stimaro makes no representation or warranty that estimates generated through the Service are accurate, complete, suitable for bidding, or fit for any particular project or purpose. You are solely responsible for reviewing, verifying, and validating all outputs before relying on them.

9.3 Customer Judgment. You agree that your use of estimates and outputs generated by the Service is at your own risk. You should consult qualified professionals and apply independent judgment when preparing bids, contracts, or other binding commitments.

10. Third-Party Services

10.1 Third-Party Integrations. The Service may integrate with or link to third-party services, websites, or applications (“Third-Party Services”). Third-Party Services are governed by their own terms and privacy policies, and Stimaro is not responsible for their availability, content, or practices.

10.2 No Endorsement. Our inclusion of or integration with any Third-Party Service does not imply endorsement of that service.

11. Term and Termination

11.1 Term. These Terms are effective upon your first use of the Service and continue until terminated in accordance with this Section.

11.2 Termination by You. You may terminate these Terms at any time by cancelling your subscription and ceasing use of the Service in accordance with Section 3.6.

11.3 Termination by Stimaro. Stimaro may suspend or terminate your access to the Service, with or without notice, if we believe in good faith that you have violated these Terms, failed to pay applicable fees, or engaged in conduct that creates risk to the Service, Stimaro, or other users. We may also terminate the Service in its entirety with reasonable notice.

11.4 Effect of Termination. Upon termination: (a) your right to access and use the Service ceases immediately; (b) your account access will be deactivated; (c) we may delete Customer Data after a period of 90 days; and (d) all provisions of these Terms that by their nature should survive termination (including Sections 3.2.5, 6, 7, 9, 12, 13, 14, 15, and 16) shall survive.

12. Disclaimer of Warranties

12.1 As-Is. The Service is provided “as is” and “as available” without warranty of any kind, express or implied.

12.2 Disclaimer. To the fullest extent permitted by law, Stimaro disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and title. Stimaro does not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components, or that any content or outputs will be accurate or reliable.

12.3 Some jurisdictions do not allow limitations on implied warranties, so some of the above limitations may not apply to you.

13. Limitation of Liability

13.1 Exclusion of Certain Damages. To the fullest extent permitted by law, in no event shall Stimaro, its officers, members, employees, or agents be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost business, lost data, loss of goodwill, business interruption, or costs of procurement of substitute services, arising out of or relating to these Terms or the Service, whether based in contract, tort, strict liability, or any other legal theory, even if Stimaro has been advised of the possibility of such damages.

13.2 Cap on Liability. Stimaro's total cumulative liability to you for all claims arising out of or relating to these Terms or the Service, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by you to Stimaro in the twelve (12) months immediately preceding the event giving rise to the claim.

13.3 Essential Basis. You acknowledge that the limitations of liability in this Section are an essential part of the bargain between you and Stimaro and that Stimaro would not provide the Service without these limitations.

13.4 Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you.

14. Indemnification

You agree to indemnify, defend, and hold harmless Stimaro and its officers, members, employees, affiliates, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use or misuse of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or the rights of any third party; (d) your Customer Data; or (e) any estimate, bid, contract, or business decision you make in reliance on outputs of the Service.

15. Arbitration and Class Action Waiver

Please read this Section carefully. It affects your legal rights.

15.1 Informal Resolution. Before filing any formal dispute, you agree to first contact Stimaro at [email protected] and attempt in good faith to resolve the matter informally. The parties agree to negotiate in good faith for at least sixty (60) days before initiating any arbitration.

15.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator.

15.3 Location and Governing Rules. The arbitration shall be held in Suffolk County, New York, or another location mutually agreed upon by the parties, or conducted by videoconference at the election of either party. The arbitration shall be governed by the Federal Arbitration Act.

15.4 Class Action Waiver. You and Stimaro agree that each party may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative action. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

15.5 Exceptions. Notwithstanding the above, either party may: (a) bring an individual claim in small claims court for disputes within that court's jurisdiction; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights.

15.6 Opt-Out. You may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. The notice must include your name, account email, and a clear statement that you wish to opt out.

16. General Provisions

16.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

16.2 Venue. Subject to Section 15, any judicial proceeding permitted under these Terms shall be brought exclusively in the state or federal courts located in Suffolk County, New York, and you consent to the personal jurisdiction of such courts.

16.3 Modifications. Stimaro reserves the right to modify these Terms at any time. Material changes will be communicated via email or through the Service at least thirty (30) days before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms.

16.4 Entire Agreement. These Terms, together with the Privacy Policy, End User License Agreement, the Trial Terms (during any active free trial period), and any applicable Master Service Agreement or Order Form, constitute the entire agreement between you and Stimaro regarding the Service and supersede all prior agreements, communications, and understandings.

16.5 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.6 Waiver. No waiver of any provision of these Terms shall be effective unless in writing and signed by Stimaro. The failure of Stimaro to enforce any right or provision shall not constitute a waiver of that right or provision.

16.7 Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without Stimaro's prior written consent. Stimaro may assign these Terms at any time, including in connection with a merger, acquisition, or sale of assets.

16.8 Force Majeure. Stimaro shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemic, labor disputes, internet or utility outages, or governmental action.

16.9 Relationship of the Parties. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and Stimaro.

16.10 Notices. Notices to Stimaro must be sent to [email protected]. Notices to you will be sent to the email address associated with your account and are deemed given when sent.

17. Contact Information

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

Stimaro LLC

ATTN: Legal

169 Madison Ave STE 98516

New York, NY 10016

Email: [email protected]