TERMS OF SERVICE

1. Acceptance of Terms

By accessing or using Vernier.io (the "Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use the Platform. These Terms constitute a legally binding agreement between you ("User," "you," or "your") and Aviat Group LLC ("Company," "we," "us," or "our"), the operator of Vernier.io.

If you are using the Platform on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Description of Service

Vernier.io is an AI-powered construction estimating, bid management, and plan review platform designed for commercial contractors. The Platform provides tools including but not limited to:

• AI-assisted construction estimating and bid generation
• Plan review and document analysis
• Scope development and value engineering analysis
• Subcontractor management and bid tracking
• Margin analysis and job costing tools
• Consulting services (available under separate engagement terms)

Features and functionality may be added, modified, or removed at our discretion. We will make reasonable efforts to notify active subscribers of material changes.

3. AI Outputs Disclaimer

IMPORTANT: All AI-generated outputs provided by the Platform are assistive tools only. They do not constitute professional engineering, architectural, construction management, legal, or financial services. Specifically:

• AI-generated estimates, scope items, schedules, and proposals are starting points that require independent professional review and verification.
• The Platform does not replace the judgment of licensed engineers, architects, certified estimators, or other qualified professionals.
• You are solely responsible for reviewing, verifying, and approving all outputs before relying on them in any bid, proposal, or construction activity.
• Performance claims and illustrative examples are based on typical user reports and do not guarantee specific results.
• AI models may produce errors, omissions, or inaccuracies. No AI output should be treated as a final or authoritative answer.

4. User Responsibilities

As a user of the Platform, you agree to:

• Provide accurate and current information when creating an account and during use of the Platform.
• Maintain the confidentiality of your account credentials and promptly notify us of any unauthorized access.
• Use the Platform only for lawful purposes and in compliance with all applicable federal, state, and local laws.
• Not attempt to reverse-engineer, decompile, or disassemble any part of the Platform.
• Not use the Platform to compete with or replicate Vernier.io's core functionality.
• Not share, redistribute, or sublicense your access to the Platform without written consent.
• Independently verify all AI-generated outputs before relying on them for bidding, construction, or any other purpose.
• Ensure that any data you upload to the Platform does not violate the intellectual property rights of any third party.

5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• The total aggregate liability of Aviat Group LLC, its officers, directors, employees, and agents arising out of or related to your use of the Platform shall not exceed the total fees paid by you to the Company during the twelve (12) months immediately preceding the event giving rise to the claim.
• In no event shall Aviat Group LLC be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, regardless of the cause of action or theory of liability.
• Aviat Group LLC is not liable for any damages arising from reliance on AI-generated outputs, including but not limited to inaccurate estimates, missed scope items, incorrect pricing, scheduling errors, or failed bids.
• This limitation applies whether the claim is based on contract, tort, negligence, strict liability, or any other legal theory, even if the Company has been advised of the possibility of such damages.

6. No Warranties (AS IS)

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

Aviat Group LLC expressly disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Any warranty that the Platform will be uninterrupted, error-free, secure, or free of harmful components.
• Any warranty regarding the accuracy, reliability, completeness, or timeliness of AI-generated outputs, estimates, or any other content provided through the Platform.
• Any warranty that the Platform will meet your specific requirements or expectations.

No advice or information obtained through the Platform shall create any warranty not expressly stated in these Terms.

7. Indemnification

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

• Your use of or inability to use the Platform.
• Your reliance on any AI-generated output from the Platform.
• Your violation of these Terms.
• Your violation of any applicable law or regulation.
• Any content or data you upload to or transmit through the Platform.
• Any third-party claim arising from your use of the Platform's outputs in bids, proposals, or construction activities.

8. Termination

We may suspend or terminate your access to the Platform at any time, with or without cause, and with or without notice. Grounds for termination include but are not limited to:

• Violation of these Terms.
• Non-payment of subscription fees.
• Fraudulent, abusive, or unlawful activity.
• Inactivity for an extended period.

Upon termination, your right to use the Platform will immediately cease. Sections regarding Limitation of Liability, No Warranties, Indemnification, and Governing Law shall survive termination.

You may request an export of your data prior to or within 30 days of account termination. After 30 days, all account data will be permanently deleted in accordance with our Privacy Policy.

9. Pricing and Billing

9.1 Subscription Fees. You agree to pay the applicable subscription fees as published on vernier.io/vernier-pricing.html or as agreed in a separate written order. Fees are billed monthly in advance.

9.2 Pricing Adjustments. Aviat Group, LLC reserves the right to adjust subscription pricing with thirty (30) days written notice to the account billing email address. Pricing adjustments may result from changes in infrastructure costs, hosting provider rates, third-party technology provider fees, or operational costs. Any pricing adjustment shall take effect at the start of the next billing cycle following the notice period. You may cancel your subscription before the adjusted pricing takes effect without penalty.

9.3 Setup Fees. One-time setup and calibration fees are non-refundable after services have been rendered. Setup includes personalized calibration of the platform to your labor rates, material costs, overhead structure, and historical job data.

9.4 Refund Policy. Monthly subscription fees are non-refundable for the current billing period. Cancellation is effective at the end of the current billing month.

10. Governing Law

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

Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Lewis County, Washington. You consent to personal jurisdiction in these courts and waive any objection to venue.

10. Changes to Terms

Aviat Group LLC reserves the right to modify these Terms at any time. When we make changes, we will update the "Last Updated" date at the top of this page. For material changes, we will notify active subscribers by email at least 30 days before the changes take effect.

Your continued use of the Platform after changes become effective constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Platform and contact us to close your account.