Nimbus Takeoff Terms of Service

Contracting party: Nimbus Takeoff Inc.

Mailing address: 51 Guided Ct, Etobicoke, ON M9V 5G2, Canada

Version: 3.0

Effective Date: July 2026

Contact: support@nimbustakeoff.com

Executive Summary

These highlights do not replace the complete Terms below.

The Services: Nimbus Takeoff is business software for construction takeoff, estimating, document processing, collaboration, and related workflows. Nimbus does not provide professional estimating, engineering, architectural, or cost advice.
Customer Content: Customer keeps ownership of Customer Content and grants Nimbus the limited operating license described in Section 3. Under this version, Nimbus does not use Customer Content for generalized Nimbus model training or authorize Customer Content to train a service provider's independent models.
Trial and renewal: A payment method is required for the seven-day trial. The trial includes access to all Pro features, subject to the applicable trial seat and usage limits described in the Services. Unless Customer cancels before the trial ends, the subscription automatically continues as a paid monthly subscription on the terms shown at enrollment. Supplemental reminders do not authorize or gate that continuation.
Cancellation and retention: An explicitly elected ordinary end-of-term cancellation of paid Pro service, or an unconverted trial naturally reaching its previously identified scheduled terminal end, may enter the prospective six-month retention path in Section 5.3. Early trial cancellation, nonpayment, and other exceptional termination paths do not.
Customer responsibility: Customer is responsible for its inputs, rights to submitted material, review of all outputs, and business decisions made using the Services.

1. Agreement and Service Description

1.1 The Agreement

These Terms of Service (“Terms”) are between the contracting party identified above (“Nimbus,” “we,” “us”) and the person or organization accepting them (“Customer,” “you”). If you accept for an organization, you represent that you have authority to bind it. The Privacy Policy and any enrollment or order terms shown before confirmation form part of the agreement.

Where Nimbus requires acceptance, Customer agrees to these Terms by affirmatively accepting them through the presented legal-acceptance flow. Ordinary use of the Services and acknowledgement of a supplemental trial warning do not replace a required Terms acceptance record.

1.2 The Services

Nimbus provides construction takeoff and estimating software. Depending on enabled features, the Services may support document upload and rendering, measurements, quantities, reusable rates and assemblies, estimates and bid forms, project information, collaboration, AI-assisted analysis, and related tools.

Nimbus does not provide:

professional estimating, engineering, architectural, construction, legal, tax, or cost-consulting advice;
a guarantee that Customer inputs, measurements, estimates, AI-assisted output, or other results are accurate or complete;
a substitute for Customer’s professional judgment, review, or independent verification; or
pricing or cost data except where a feature expressly says Nimbus supplies it.

Customer must review all inputs and outputs before relying on them.

1.3 Eligibility and Business Use

The Services are intended for business use. You represent that you are at least 18 years old, have legal capacity to enter this agreement, and are authorized to act for Customer where applicable.

At initial Company account creation, Nimbus offers new Company accounts only to businesses whose principal business establishment is in the United States or Canada excluding Quebec. Customer represents at that formation point that its principal business establishment is in an offered jurisdiction and is not in Quebec. This eligibility test does not create continuous location monitoring or prevent an existing Customer from later updating its address. Nimbus may expand new-Company availability only after it implements and publishes the applicable legal and language requirements.

2. Accounts and Service License

2.1 Account Creation and Security

Customer must provide accurate, current information and keep account and billing contacts current. Email/password users must protect their credentials. Users who choose Google sign-in authenticate through Google and may not have a usable Nimbus password unless they separately establish one.

Each authorized user must use their own account. Customer is responsible for its authorized users, account activity, and promptly reporting suspected unauthorized access.

2.2 License to Use the Services

Subject to these Terms and payment of applicable fees, Nimbus grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable service term to access and use the Services for Customer’s internal business purposes.

This service license does not transfer ownership of Nimbus software, models, interfaces, documentation, or other Nimbus technology.

2.3 Seats, Feature Access, and Usage Limits

The applicable trial or subscription includes the seats and limits displayed in the Services or enrollment/change confirmation. The trial includes access to all Pro features, subject to the applicable trial seat and usage limits described in the Services. Usage limits may apply per Customer or authorized user and may reset on the cadence shown. When a limit is reached, Nimbus may refuse affected new processing until the limit resets or, if an upgrade is available, Customer upgrades.

The first company user administers the customer account. Additional seats may be billed separately. Customer may not share credentials or exceed displayed seat limits.

2.4 Acceptable Use

Customer must not:

use the Services unlawfully, fraudulently, or to violate another person’s rights;
upload malicious code or attempt unauthorized access;
disrupt, overload, probe, scrape, or circumvent service or security controls;
reverse engineer the Services except where applicable law does not permit that restriction;
resell or share account access except through authorized Nimbus functionality;
use Nimbus confidential information or non-public technology to build a competing service;
submit content Customer lacks authority to use and license under these Terms; or
unless Nimbus expressly enables and authorizes a compliant use in writing, submit protected health information, full payment-card or bank-account credentials, government identification numbers, export-controlled information, or other specially regulated or highly sensitive information that the Services do not require.

2.5 Google-Powered Address Search and Validation

Where enabled, Nimbus address-entry surfaces include Google Maps features and content through Places Autocomplete and Address Validation. A selected suggestion is presented for confirmation or manual correction before Nimbus retains an address in a company or project record. Customer’s use of those features and content is subject to the then-current Google Maps End User Additional Terms of Service and Google Privacy Policy. The Privacy Policy describes the information flow and retention boundary.

3. Customer Content and Data

3.1 Customer Content and Ownership

“Customer Content” means drawings, documents, images, project and customer data, measurements, quantities, rates, estimates, bid information, annotations, labels, prompts, feedback, saved estimate snapshots, Project outcome records, portfolio and outcome analytics generated from Customer Content, and other material Customer submits to the Services or creates through the Services from Customer inputs.

As between Customer and Nimbus, Customer retains all right, title, and interest in Customer Content. Uploading or processing Customer Content does not transfer its ownership to Nimbus. Customer ownership is subject to the limited operating license in Section 3.2.

3.2 Limited License to Operate the Services

Customer grants Nimbus a worldwide, non-exclusive, royalty-free license to host, reproduce, transmit, convert, render, extract text from, analyze, display, back up, modify, and otherwise process Customer Content as reasonably necessary to:

provide, administer, secure, maintain, and support the Services;
perform document rendering, extraction, analysis, collaboration, and Customer-requested AI functions;
prevent fraud, abuse, and security incidents;
comply with law and enforce these Terms; and
use service providers acting for Nimbus under terms and configurations consistent with these purposes and limits.

This license lasts for as long as reasonably necessary for those purposes and for the retention periods described in these Terms and the Privacy Policy.

3.3 No Generalized Model Training Under This Version

Nimbus does not use Customer Content for secondary or generalized Nimbus model training under this version of the Services. Nimbus also does not sell Customer Content, use it for third-party advertising, or authorize a service provider to use Customer Content to train that provider's independent models.

This restriction does not prevent the purpose-limited processing authorized by Section 3.2, including document rendering, OCR, customer-requested inference or analysis, security review, troubleshooting, maintenance, and support for Customer's own use of the Services. It does not grant Nimbus a right to create or retain a generalized training corpus from Customer Content.

Any future use of Customer Content for generalized Nimbus model training is outside the license granted by these Terms. Nimbus may introduce such a use only through a separately released feature, updated legal disclosures, and a distinct affirmative opt-in obtained before that use begins. Continued use of the Services alone is not that opt-in.

Google account identifiers, verified email addresses, profile names, and other identity information received through optional Google sign-in are not used for generalized Nimbus model training. Google Maps Platform content—including Places predictions and Address Validation response content—is not used to train, test, validate, fine-tune, or otherwise improve machine-learning or artificial-intelligence models.

Nimbus owns its software, model parameters, interfaces, documentation, and other Nimbus technology. This sentence does not claim ownership of an output that Section 3.1 defines as Customer Content.

3.4 Customer Authority and Content Standards

Customer represents that it has all rights, permissions, notices, consents, and lawful authority needed to submit Customer Content and grant the licenses in these Terms, including where a customer, architect, engineer, contractor, property owner, employee, consultant, or other third party owns or appears in the content.

Customer must not submit material that is unlawful, malicious, fraudulent, or infringing. Customer is responsible for any contractual or confidentiality restrictions governing drawings and other third-party material.

3.5 Available Downloads and Exports

Customer may use download or export controls that Nimbus actually makes available for a particular surface while Customer has the access required to use that surface. Nimbus does not promise a complete account export, a particular universal format, an emailed archive, or post-termination access unless separately stated in writing.

4. Billing and Payment

4.1 Trial, Subscription Fees, and Automatic Continuation

A valid payment method is required to begin the seven-day trial. Before Customer authorizes and starts the trial, Nimbus discloses the applicable post-trial price, monthly billing cadence, included or selected seats, currency, applicable tax treatment, and expected first charge date. Unless Customer cancels before the trial ends, the Stripe subscription automatically continues into paid monthly service at trial end, and Customer authorizes Nimbus and Stripe to charge the payment method according to those disclosed enrollment terms.

Nimbus provides supplemental email and in-application reminders around three days before scheduled trial end. Those reminders are an additional notice only: acknowledging an in-app reminder is not charge authorization, and a missing or unacknowledged reminder does not prevent the trial from continuing under the enrollment authorization.

Nimbus may offer monthly or annual terms for an early conversion, renewal, or later plan change. The terms displayed before Customer confirms that transaction govern its price, billing cadence, seats, taxes, and effective date. Public marketing text is not a substitute for the confirmation terms.

4.2 Stripe and Payment Information

Stripe processes payment credentials and is the source of truth for subscription and invoice state. Nimbus does not intentionally receive or store full card numbers. Nimbus does receive and retain Stripe identifiers and payment metadata needed for billing, support, tax, fraud prevention, and records, which may include billing contacts and addresses, payment-method identifiers, card brand, last four digits, card fingerprint, subscription and invoice data, tax information, and billing-support, refund, or payment-dispute records. The Privacy Policy provides more detail.

4.3 Renewal Payment Problems

Different payment problems follow different paths:

If an automatic renewal payment is declined, Nimbus may keep service available during the configured three-day renewal grace period so the company administrator can update the payment method.
If an automatic renewal requires customer authentication, including 3-D Secure, Nimbus may provide a separate configured three-day payment-action period.
A customer-initiated purchase or subscription change that fails does not necessarily receive either system-initiated grace period.

During an applicable grace/payment-action period, some billing changes may be restricted. If the payment problem is not resolved by the deadline, Nimbus may immediately terminate the subscription, restrict access, and clean up applicable open invoices. No additional service period is promised after the deadline.

4.4 Billing Concerns and Refunds

Customer may submit a billing concern through Nimbus’s in-application Help experience, including its support-ticket path, regardless of invoice age. Nimbus does not impose a fixed age-based deadline on submission or internal review. A submitted concern is a request for review only. The Help experience cannot approve or issue a refund, move money, or automatically change a subscription, and submission does not create or guarantee eligibility for a refund, credit, adjustment, or other payment remedy.

Nimbus reviews billing concerns individually. Authorized Nimbus personnel may, where appropriate, approve a refund without a fixed invoice-age cutoff. Any refund or other financial adjustment Nimbus approves is authorized and processed only by Nimbus personnel through Nimbus’s internal administrative systems and Stripe. Availability, approval, amount, subscription effect, and timing depend on the circumstances, Stripe processing, these Terms, and applicable law.

Deleting a company account does not create a right to payment for unused time. Nothing in these Terms limits a non-waivable right under applicable law.

4.5 Subscription and Seat Changes

Before Customer confirms a subscription or seat change, Nimbus displays the available effective date, billing cadence, seat quantity, proration or other invoice impact, taxes, and amount. Those confirmed terms govern the change. Increases may take effect and be charged immediately; reductions may be scheduled for a future billing boundary; annual add-ons or other changes may follow different timing shown in the confirmation.

4.6 Taxes

Customer is responsible for applicable transaction taxes except taxes based on Nimbus’s net income. Stripe may calculate or collect tax information as part of billing.

4.7 Price Changes

Nimbus may change future subscription prices. Nimbus will provide the advance notice required by applicable law or the applicable order terms before a changed price applies to an existing subscription. A changed price applies prospectively at the stated renewal or change date. Customer may cancel before it takes effect.

5. Term, Cancellation, Retention, and Deletion

5.1 Subscription Term and Renewal

The subscription begins when indicated during enrollment or renewal, continues for the selected monthly or annual term, and renews automatically unless cancelled or otherwise stated in the confirmation terms.

5.2 Subscription Cancellation and Renewal

Ordinary company-admin cancellation is scheduled for the end of the current paid or trial period, and access ordinarily continues until then. Cancellation during a failed-renewal or system-initiated payment-action grace path may be immediate. An explicitly cancelled trial does not create the retention authority described in Section 5.3; the eligible trial path is limited to an unconverted trial naturally reaching its previously identified scheduled terminal end. A paid subscription that is still scheduled to cancel may be resumed before its end. Once a subscription reaches terminal end, continued paid service uses the available replacement renewal path and may require new Stripe billing records.

Nimbus may suspend or terminate service for material breach, unlawful use, security risk, or nonpayment, subject to applicable law.

5.3 Six-Month Post-Subscription Retention

When a company administrator explicitly elects ordinary end-of-term cancellation of a live paid Pro subscription and that exact Stripe Subscription reaches terminal end, Nimbus retains the former customer’s operational company data before scheduled finalization. The same rule applies when an unconverted trial naturally reaches the exact scheduled terminal end that Nimbus identified for this path before that end occurred. This rule applies prospectively; Nimbus does not infer a retention window from legacy or ambiguous cancellation state.

The deadline is six UTC calendar months after the exact terminal Stripe Subscription’s ended_at time, and finalization becomes eligible at that deadline. Merely scheduling a future cancellation does not start the clock. Early trial termination, paused or unpaid service, nonpayment, material breach, fraud or security action, administrative termination, and Nimbus-initiated termination do not enter this path. A separately confirmed permanent company-deletion request under Section 5.5 also follows a different path. Retention does not itself grant application access, a complete export right, or restoration of the old Stripe subscription.

An incomplete replacement Stripe Subscription, or a not-started or active Stripe Subscription Schedule, is unresolved billing activity. Nimbus preserves the operational company data and retries the finalization check while that state remains unresolved; it does not by itself cancel finalization. If Nimbus verifies a replacement Stripe Subscription in an active or otherwise resumable state before irreversible finalization, Nimbus cancels finalization and preserves the retained operational company data under the renewed account. If the finalization check verifies that neither unresolved billing activity nor a replacement Subscription prevents finalization, Nimbus finalizes the company at or after the six-calendar-month deadline under Section 5.4.

5.4 Operational Finalization and Retained Records

At operational finalization, Nimbus removes ordinary operational company content, including ordinary project, customer, and company document copies, subject to technical completion, legal holds, and applicable law. Nimbus may separately retain the minimum identifying billing, tax, accounting, payment-dispute, fraud-prevention, security, litigation, legal-acceptance, and immutable-audit records reasonably required for their documented purpose and retention period.

Saved estimate snapshots, Project outcome records, and associated estimate ledgers used to generate portfolio or outcome analytics are ordinary operational Project content. Their product immutability or auditability does not, by itself, make them protected retained records under this Section.

Protected records are access-restricted, excluded from generalized model training, and are not described as anonymous when a required identifier remains.

5.5 Customer-Initiated Company Deletion

A company administrator may request permanent company deletion through Nimbus’s confirmation process. Voluntary deletion immediately disables customer access and initiates terminal subscription, invoice, and Stripe-customer cleanup after Nimbus commits the account disablement. Completion of third-party billing cleanup may not be immediate. Voluntary deletion follows the finalization process in Section 5.4 instead of the six-month subscription-retention path. It cannot be undone by the customer and does not entitle Customer to a refund for unused subscription time.

Nimbus may temporarily retain inaccessible operational data during a limited internal incident-response window to investigate a suspected unauthorized deletion and, when Nimbus verifies one, to perform the support-only account recovery described in Section 5.6. This is not a general retention entitlement or a customer right to reverse voluntary deletion.

5.6 Verified Unauthorized-Deletion Account Recovery

If Nimbus verifies that a company account was deleted without authorization and can restore it during the limited internal support window:

This mechanism is account recovery only. It returns no money, transfers no funds, and creates no financial adjustment.
Recovery does not restart billing by itself. The restored company administrator must choose whether to establish replacement paid service.
The prior Stripe customer and subscription cannot be reactivated; renewal creates replacement Stripe billing records.
If Nimbus can verify the original paid-through date and more than one hour remains before that date when the replacement subscription is created, no new subscription charge is made at creation and the next full invoice remains scheduled for the original paid-through date.
That next invoice uses the billing cycle, seat count, and prices selected and shown during renewal.
The interval between deletion and recovery is not billed again, and recovery does not extend the original paid-through date.
If one hour or less remains before the original paid-through date, that date has passed, or Nimbus cannot verify the date, renewal follows the ordinary replacement-subscription process and the charge is shown before confirmation.

5.7 Effect of Termination

Ending a subscription stops the right to use paid features except where Nimbus expressly provides limited account, billing, or renewal access. Customer remains responsible for charges incurred before termination. Sections that by their nature should survive—including Customer Content ownership, the Section 3.2 operating license only for its stated purposes and permitted retention periods, retained-record rules, confidentiality, payment obligations, disclaimers, liability limits, indemnities, and dispute terms—survive.

6. Warranties and Disclaimers

6.1 Service Commitment

Nimbus will use commercially reasonable efforts to provide the Services substantially as described in current documentation. If Customer believes the Services are not functioning as described, Customer should contact support so Nimbus can investigate and, where appropriate, take commercially reasonable corrective action. This Section does not create an automatic payment remedy.

6.2 Disclaimers

CUSTOMER REVIEW REQUIRED. Customer provides or controls the inputs and must verify all measurements, quantities, calculations, estimates, AI-assisted output, and other results before use.

NO PROFESSIONAL ADVICE. Nimbus does not provide construction, estimating, engineering, architectural, legal, tax, or cost-consulting advice. Customer remains responsible for bids, estimates, contracts, safety, code compliance, and business decisions.

SERVICE PROVIDED “AS IS.” Except for the express commitment above and rights that cannot be excluded by law, the Services, beta features, and AI-assisted output are provided “as is” and “as available.” Nimbus disclaims implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement, to the extent permitted by law.

6.3 Customer Responsibilities

Customer represents that it will comply with law, protect credentials, maintain appropriate backups and review practices, verify outputs, and not rely on Nimbus as the sole basis for a construction or financial decision.

7. Limitation of Liability

7.1 Liability Cap

To the maximum extent permitted by law, Nimbus’s aggregate liability arising from the Services or these Terms will not exceed the fees Customer paid Nimbus during the six months before the event giving rise to the claim. For a Customer using only a free trial, the maximum aggregate liability is CAD $100.

7.2 Excluded Damages

To the maximum extent permitted by law, Nimbus is not liable for indirect, incidental, special, exemplary, consequential, or punitive damages, or for lost profits, revenue, business, contracts, data, or goodwill, even if advised of their possibility.

7.3 Exceptions

The limits in this Section do not apply where they are prohibited by law or to gross negligence, intentional misconduct, or a party’s infringement or misappropriation of the other party’s intellectual property rights or breach of confidentiality obligations.

8. Indemnification

8.1 Customer Indemnity

Customer will defend and indemnify Nimbus against third-party claims arising from Customer Content, Customer’s unlawful use of the Services, Customer’s violation of these Terms, or disputes between Customer and its clients concerning Customer estimates, bids, or work, except to the extent caused by Nimbus’s breach or misconduct.

8.2 Nimbus Indemnity

Nimbus will defend Customer against a third-party claim that the unmodified Services, used as authorized, directly infringe that party’s intellectual property rights, and will pay finally awarded damages or an approved settlement. This does not apply to claims arising from Customer Content, Customer modifications, combinations not supplied by Nimbus, or use outside these Terms. The indemnified party must promptly notify the other party, provide reasonable cooperation, and allow control of the defense and settlement, provided no settlement admits fault or imposes non-monetary obligations on the indemnified party without consent.

9. Confidentiality

Each party will use reasonable care to protect the other party’s non-public confidential information and will use it only to perform or exercise rights under these Terms. Nimbus's purpose-limited processing of Customer Content expressly authorized by Section 3.2 is a permitted use and does not eliminate Nimbus's confidentiality duties for other purposes.

Confidentiality does not apply to information that the receiving party can show became public without breach, was lawfully known without restriction, was independently developed, or was lawfully received from another source. A party may disclose information when legally required after giving notice where permitted. These duties survive termination for as long as the information remains confidential.

10. Security and Privacy

10.1 Safeguards

Nimbus uses administrative, technical, and organizational safeguards appropriate to the nature of the Services and information, including authentication, tenant-scoped access controls, password hashing for email/password users, transport security in deployed environments, and private or signed delivery controls for protected documents. No system is completely secure, and Customer is responsible for its own devices, accounts, permissions, and credential practices.

10.2 Privacy

The Privacy Policy describes Nimbus’s collection, use, disclosure, storage, retention, and deletion of personal information and Customer Content, including Google sign-in information, Stripe-derived billing metadata, service providers, browser storage, and AI-provider processing boundaries.

10.3 Security Incidents

Nimbus will investigate known security incidents and provide notices required by applicable law. Customer must promptly report suspected unauthorized account use to support@nimbustakeoff.com.

11. Dispute Resolution

11.1 Governing Law and Venue

These Terms are governed by the laws of Ontario and the applicable federal laws of Canada, without regard to conflict-of-law principles. The parties submit to the courts located in Toronto, Ontario, subject to any non-waivable right under applicable law.

11.2 Informal Resolution

Before starting formal proceedings, a party should send a written description of the dispute to support@nimbustakeoff.com and allow a reasonable opportunity for informal resolution. Either party may seek urgent injunctive relief where appropriate.

11.3 Time Limit

To the extent permitted by law, a claim must be brought within one year after the claimant knew or reasonably should have known of the facts giving rise to it.

12. General Terms

12.1 Entire Agreement

These Terms, the Privacy Policy, and any applicable order or confirmation terms are the complete agreement concerning the Services and replace prior agreements on that subject.

12.2 Changes to These Terms

Nimbus may update these Terms to reflect changes to the Services, law, security, or business practices. Nimbus will identify the version and effective date and provide notice required by applicable law or the agreement. Where Nimbus requires explicit acceptance of a new version, continued access may be conditioned on that acceptance. A new version does not silently replace the content attached to a previously recorded version.

12.3 Assignment

Customer may not assign these Terms without Nimbus’s written consent. Nimbus may assign them in connection with a merger, financing, reorganization, sale of assets, or transfer of the Services, subject to applicable law.

12.4 Severability; No Waiver

If a provision is unenforceable, it will be modified only as necessary and the remaining provisions continue. Failure to enforce a provision is not a waiver.

12.5 Force Majeure

Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations for Services already provided.

12.6 Relationship

The parties are independent contractors. These Terms do not create a partnership, agency, fiduciary relationship, or joint venture.

12.7 Notices

Legal notices to Nimbus must be sent to support@nimbustakeoff.com. Nimbus may send notices to Customer’s registered email address or through the Services. Notice mechanics remain subject to applicable law.

12.8 Export Compliance

Customer will comply with applicable trade and export-control laws and will not use the Services where prohibited.

12.9 Beta and AI-Assisted Features

Beta, preview, and AI-assisted features may change, produce inaccurate results, or be suspended or discontinued. Customer must independently review their output and must not rely on them as professional advice.

The applicable affirmative acceptance record confirms that Customer read, understood, and agreed to the presented version of these Terms. Ordinary use of the Services does not replace a required acceptance record.