Topout Tech, LLC — Terms of Service

What this means (plain English)

• These are the click-through terms for everyone who uses topout.build or the Topout apps (Closeout Compass, SubGrade, and the dashboard), including invited subcontractors and owners.
• Your firm owns the data it puts in. We get only the permissions needed to run the service, plus a permanent right to use data in aggregated, anonymized form (trends and statistics that can't identify you) for benchmarking and product improvement.
• AI features suggest, humans decide: anything our AI extracts or drafts must be reviewed by you, and we don't guarantee it satisfies your contract obligations.
• Topout is software, not a professional service. It is not engineering, legal, or construction-management advice.
• If something goes wrong, our total liability is capped at what you paid us in the previous 12 months.
• Ratings and content your firm submits are your responsibility, and you cover us if a third party sues over them (see the Acceptable Use Policy).
• Florida law governs; disputes go to courts in Broward County, Florida.
• Paying customers sign an Order Form that adds the Master Subscription Terms on top of these; where they overlap, the signed paperwork wins.

1. Who we are; agreement to these Terms

These Terms of Service (the "Terms") are an agreement between Topout Tech, LLC, a Florida limited liability company ("Topout," "we," "us"), and you. They govern your access to and use of topout.build and its subdomains, and the software products we offer there, including Closeout Compass, SubGrade, and the Topout dashboard (together, the "Service").

By creating an account, clicking to accept, or using the Service, you agree to these Terms and to the Acceptable Use Policy ("AUP"), which is part of these Terms. Clicking or tapping to accept constitutes your electronic signature and has the same legal effect as a handwritten signature. Our Privacy Policy explains how we handle personal information. If you use the Service on behalf of a company, you represent that you are authorized to bind that company, and "you" includes it.

2. Order of precedence

Paying customers execute an Order Form that incorporates Topout's Master Subscription Terms. For those customers, if these Terms conflict with the Order Form or Master Subscription Terms, the Order Form controls first and the Master Subscription Terms second. These Terms still govern (a) use of our websites, (b) individual users' conduct, and (c) any use of the Service not covered by a signed agreement (for example, demo workspaces and invited participants).

3. Eligibility and accounts

You must be at least 18 and able to form a binding contract. Sign-in is passwordless, managed by our identity provider; you are responsible for keeping control of your email account and for activity under your Topout account. Provide accurate account information and keep it current. We may suspend accounts that appear compromised.

4. The Service; roles

• Closeout Compass manages construction closeout: checklists, document submissions, reviews, warranty tracking, and owner turnover.
• SubGrade records subcontractor performance evaluations and rankings private to the firm that submits them (see the AUP for SubGrade-specific rules).
• The dashboard is the sign-in hub and launcher.

Some users participate by invitation of a customer (for example, a subcontractor invited to submit closeout documents, or an owner given a turnover portal). Invited participants get the access the inviting customer configures, and their use is subject to these Terms and the AUP.

Demo workspaces are free trial environments with sample data. They expire automatically, and everything in them (including anything you enter) is permanently deleted at expiry. Do not put real project data you need to keep into a demo workspace.

We are improving the Service continuously and may add, change, or remove features. If a change materially reduces the core functionality your firm has paid for, your remedies are in the Master Subscription Terms.

5. Customer Data: you own it

"Customer Data" means data, documents, and content that you or your users submit to the Service, including project records, closeout documents, evaluations, and contact records.

As between you and Topout, you own your Customer Data. You grant Topout a worldwide, non-exclusive license to host, copy, process, transmit, display, and back up Customer Data as needed to (a) provide and support the Service, (b) prevent or address technical or security problems, (c) comply with law, and (d) exercise the rights in Section 6. You are responsible for Customer Data: that you have the right to submit it, and that doing so does not violate law or third-party rights (including confidentiality obligations in your own contracts).

You can export your Customer Data as described in Section 14.

6. Aggregated and de-identified data

Topout may create and use "Aggregated Data": data derived from Customer Data or use of the Service that has been aggregated and/or de-identified so that it does not identify, and cannot reasonably be used to identify, your firm, any individual, any project, or any rated subcontractor. Examples: industry benchmarks ("median closeout duration for projects of a given size"), product analytics, and statistical models.

You grant Topout a perpetual, irrevocable, worldwide, royalty-free license to create, use, and disclose Aggregated Data for any lawful business purpose, including operating and improving the Service, benchmarking, research, improving and developing the Service's algorithms and features (using aggregated or de-identified signals — never the verbatim text of your documents), and developing and commercializing data products. This license survives termination of these Terms.

Topout commits that it will (a) not attempt to re-identify Aggregated Data, (b) contractually prohibit anyone it shares Aggregated Data with from attempting re-identification, and (c) maintain and use Aggregated Data only in de-identified form.

For clarity: cross-firm sharing of identifiable SubGrade ratings is not part of this license. Ratings stay private to the submitting firm unless and until a customer expressly opts in to a future sharing program by a separate consent (see AUP Section 4).

7. AI-assisted features

Parts of the Service use artificial intelligence to extract, summarize, or generate content (for example, suggesting closeout checklist items from uploaded specification documents) ("AI Output").

• AI Output is a starting point, not a deliverable. It may be inaccurate, incomplete, or miss requirements that appear in your documents.
• You must review and verify AI Output before relying on it. Accepting, editing, or using AI Output is your decision and your responsibility.
• Topout does not represent or warrant that AI Output is accurate or complete, or that it satisfies the requirements of any contract, specification, code, or law that applies to you or your projects.
• Where an AI feature relies on a third-party AI provider, that provider is listed on our Subprocessors page.

8. No professional advice

The Service is software. It is not engineering, architectural, legal, accounting, or construction-management advice, and no output of the Service (including AI Output) is a substitute for the judgment of qualified professionals or for your own obligations under your contracts. Topout is not a licensed engineering, architecture, or contracting firm and does not perform professional services regulated by licensure.

9. Acceptable use

Your use of the Service must comply with the Acceptable Use Policy, including its SubGrade-specific rules about evaluations. We may remove content or suspend access to enforce the AUP as described there.

10. Third-party services and integrations

The Service runs on third-party infrastructure and service providers, listed on our Subprocessors page. If you connect a third-party product to the Service (for example, importing vendor records from Procore at your direction), you authorize us to access that product on your behalf, your agreement with that third party governs their product, and we are not responsible for it.

11. Fees

Fees, if any, are set out in an Order Form. Use of demo workspaces and use by invited participants is free of charge to those users. Fees are exclusive of taxes; taxes are your responsibility (other than taxes on Topout's income).

12. Intellectual property; feedback

Topout and its licensors own the Service, including software, design, and branding. We grant you a limited, non-exclusive, non-transferable right to use the Service in accordance with these Terms while they are in effect. If you send us feedback or suggestions, we may use them without restriction or obligation to you; feedback never includes your Customer Data.

Use restrictions. Except as expressly permitted, you will not (and will not permit anyone to): copy, modify, or create derivative works of the Service; reverse engineer, decompile, or otherwise attempt to extract the Service's source code, models, or algorithms (except to the extent law prohibits this restriction); rent, resell, sublicense, or make the Service available to third parties as a service bureau; bypass or probe access or security controls; or use the Service to develop, improve, or benchmark a product or service that competes with the Service. If you are a direct competitor of Topout, you may not access or use the Service — including demo workspaces — without Topout's prior written consent, and you may not access the Service to monitor its availability, performance, or functionality for competitive purposes.

13. Suspension

We may suspend access (in whole or part) if reasonably necessary to address a security risk, prevent harm to the Service or other customers, respond to a legal requirement, or address a material violation of these Terms or the AUP. Where practical, we will notify you and limit the suspension to what's needed.

14. Term, termination, and data export

These Terms apply for as long as you use the Service. You may stop using the Service at any time; paid subscriptions end per the Order Form and Master Subscription Terms. We may terminate these Terms for uncured material breach on notice, or immediately for serious AUP violations.

After a paid subscription ends, your firm may export its Customer Data for 30 days using the Service's export functions or by written request. After that window, we may delete Customer Data from production systems in the ordinary course, except as retained in routine backups (which age out) or as required by law. Sections 6, 12, and 15–20 survive termination.

15. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, TOPOUT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. STATEMENTS IN SECTIONS 7 AND 8 (AI OUTPUT AND NO PROFESSIONAL ADVICE) ARE PART OF THIS DISCLAIMER.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) TOPOUT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU PAID TOPOUT FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (ii) US $100.

THE LIMITS IN THIS SECTION DO NOT APPLY TO: (1) A PARTY'S FRAUD OR WILLFUL MISCONDUCT; (2) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, INCLUDING A VIOLATION OF THE USE RESTRICTIONS IN SECTION 12; (3) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 17; OR (4) YOUR VIOLATIONS OF THE ACCEPTABLE USE POLICY.

17. Your indemnification

You will defend and indemnify Topout and its officers, members, and employees against third-party claims, and resulting damages, penalties, and reasonable attorneys' fees, to the extent arising from (a) Customer Data or other content you or your users submit (including subcontractor evaluations and ratings), (b) your use of the Service in violation of these Terms, the AUP, or law, or (c) your violation of third-party rights. We will notify you promptly of a claim and reasonably cooperate at your expense.

18. Governing law and venue

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law rules. The exclusive venue for disputes is the state and federal courts located in Broward County, Florida, and the parties consent to personal jurisdiction there.

19. Changes to these Terms

We may update these Terms. For material changes, we will give notice through the Service or by email and ask you to accept the updated version; the updated Terms apply from the stated effective date. Each version is identified by its version number, and your acceptances are recorded.

20. General

These Terms plus the documents they incorporate are the entire agreement about the Service between you and Topout (except where a signed Order Form applies). If a provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delay or failure caused by events beyond its reasonable control. Notices to Topout: legal@topout.build.

21. Contact

Topout Tech, LLC — Fort Lauderdale, Florida Email: legal@topout.build