TERMS OF SERVICE
Assistimate Estimating Services, LLC dba Assistimate Property Loss Consulting
Effective Date: 07-31-2026 · Version: 2.0
1. ACCEPTANCE OF THESE TERMS
1.1 Three ways these Terms are accepted. These Terms are accepted (a) when you register an Account, (b) each time a Project is submitted by you or for you, and (c) by your continued use of the Services. Each is independent, and any one is sufficient to bind you. The unenforceability of one does not affect the others.
1.2 Account registration. When you register an Account, you accept these Terms as a continuing agreement governing your Account and every Project placed through or in connection with it, whether submitted by you or by Company on your instruction.
1.3 Each Project. These Terms are also accepted separately for each Project. The version of these Terms posted on the Site when a Project is submitted governs that Project for its full duration, including revisions and any dispute arising from it.
1.4 Company-Assisted Orders. At your request, Company may create and submit a Project on your behalf based on instructions you give by telephone, email, text message, or in person (a “Company-Assisted Order”). By instructing Company to place an order for you, you authorize Company to record that order as you described it and agree that the Project is subject to these Terms. You accept these Terms as to a Company-Assisted Order upon the first of the following: your written confirmation; your submission of Submitted Materials for it; your submission or authorization of payment; or your acceptance of any Deliverable for it.
1.5 Order Acknowledgment. For every Project, Company sends an Order Acknowledgment to the email address associated with your Account or provided with the order, identifying the property, the Loss, the general scope of the Project, the applicable fee or pricing basis, and the version of these Terms that applies, with a link to them. The general scope stated is a summary for identification only; the Services actually performed are governed by §3.2.
Orders you submit. You are responsible for the accuracy of the order you submit. The Order Acknowledgment confirms it.
Orders Company records for you under §1.4. Review the Order Acknowledgment on receipt and notify Company under §20.6 promptly if Company recorded anything incorrectly. Company performs the work in reliance on the order as placed or recorded, and absent prompt notice the Order Acknowledgment is deemed accurate. On prompt notice, Company will correct the error or, at your election, stop work, in which case §9.5 governs.
1.6 Company does not accept these Terms for you. Where Company creates an order for you, it acts solely as a recorder of instructions you gave. Company does not accept these Terms on your behalf, does not check any acceptance box for you, and does not sign for you. Your acceptance arises only from your own acts.
1.7 Continued use. Your continued use of the Site or Services in any capacity constitutes your ongoing agreement to the version of these Terms then posted. Continued use includes maintaining an Account; placing any further Project through the Site, by telephone, or by email; instructing Company to place a Company-Assisted Order; submitting Submitted Materials; requesting revisions or additional services; and accepting delivery of any Deliverable.
1.8 Other acts of acceptance. Each of the following independently constitutes acceptance and, where applicable, your electronic signature: checking a box indicating agreement to these Terms; signing or returning an order form, quote, or authorization referencing these Terms; submitting or authorizing payment; transmitting Submitted Materials for any Project; and responding to Company’s correspondence about a Project in a manner that directs, approves, confirms, or continues the work.
1.9 Incorporation. These Terms are incorporated by reference into every Account registration, order form, Order Acknowledgment, and invoice, and into any quote, flat-rate proposal, or similar document Company may issue.
1.10 Electronic records. You consent to transact electronically and agree that electronic records and signatures satisfy any requirement that an agreement be in writing or signed.
1.11 Authority. If you accept these Terms for an entity or another person, you represent that you have authority to bind that party, and “you” includes both you and that party.
1.12 If you do not agree. Do not register an Account, do not instruct Company to place an order, and do not use the Site or Services.
2. DEFINITIONS
2.1 “Site” means https://www.assistimate.com and any successor site operated by Company.
2.2 “Services” means the property-damage consulting and documentation services Company offers, together with your access to and use of the Site.
2.3 “Deliverables” means the materials Company prepares and returns to you under a Project, including any inspection report, imagery report, documentation review, code research summary, narrative, or other written output Company provides, and any scope of work, itemization or bill for work already performed, or estimate prepared in connection with the Project, together with all revisions of the foregoing.
2.4 “Submitted Materials” means all information, imagery (including photographs, video, drone imagery, and 3D or spatial captures), measurements, documents, policy materials, correspondence, reports, and other content you or anyone acting on your behalf submits to Company or the Site.
2.5 “Project” means a single order for Deliverables relating to a single property and a single Loss, unless the order form states otherwise.
2.6 “Loss” means the property damage, destruction, or loss event to which a Project relates, whether or not an insurance claim has been made or is ever made for it.
2.7 “Property Owner” means the owner, occupant, tenant, or insured of the property that is the subject of a Loss.
2.8 “Your Client” means the Property Owner or other person or entity you represent, advise, contract with, or perform services for in connection with a Loss.
2.9 “Account” means the registered user profile you create on the Site.
2.10 “Order Acknowledgment” means the confirmation Company sends under §1.5.
2.11 “Confidential Information” has the meaning given in §13.1.
3. ELIGIBILITY; THE SERVICES; RIGHT TO DECLINE
3.1 What we do. Company prepares analysis and documentation relating to property damage. The Services may include, without limitation, on-site or virtual inspection; documentation and imagery review; reporting; scoping; identification of potentially applicable code provisions; preparation of scopes of work, itemizations or bills for work already performed, and estimates; and such other related services as Company may offer or agree to provide from time to time. Company performs this work as a back-office vendor to you, for use in your own professional practice.
3.2 Scope. The Services for each Project are limited to what is described in the applicable order form or Order Acknowledgment, together with such scope as Company reasonably derives from its review of the Submitted Materials and from any inspection it performs. Company may identify and include additional or potentially overlooked items for your consideration; whether to retain, remove, or rely on any such item is your decision. Anything not within the foregoing is outside scope, including any item listed in §10.
3.3 Right to decline. Company may decline, refuse, suspend, or discontinue any Project, and may decline to do business with any person or entity, at any time, in its sole discretion, for any lawful reason or for no stated reason, without liability, and is not obligated to state a reason. Reasons may include capacity or volume; an actual or perceived conflict of interest; the condition or sufficiency of Submitted Materials; your failure to satisfy §3.4; nonpayment or prior chargeback; the nature, location, or complexity of the Loss; Company’s assessment of the documentation; competitive considerations; or staffing. Where Company declines after payment, §9.5 governs.
3.4 Business customers only. The Services are offered solely to businesses and professionals acting in a commercial capacity, including general and specialty contractors, restoration contractors, public adjusters, independent adjusters, consultants, attorneys, and similar professionals. By placing or authorizing a Project, you represent and warrant that:
a. you are a business entity, or an individual acting in the course of a trade, business, or profession, and not a consumer;
b. you are ordering for use in your own business, and not primarily for personal, family, or household purposes;
c. you are contracting with Company in a business or professional capacity that is distinct from any interest you hold as a Property Owner. Where you or your principals also own or occupy the property, you represent that you are ordering through, and in the capacity of, a business entity or licensed professional practice that is legally distinct from your ownership interest, that you hold any license required for that practice, and that this arrangement is permitted by any applicable insurance policy and by applicable law; and
d. you hold every license, registration, and certification required for you to perform the services you provide to Your Client and to use the Deliverables for the purposes you intend.
3.5 No engagements with unaffiliated Property Owners. Company does not accept Projects from a Property Owner in an individual or personal capacity. Company contracts only with a business or professional practice satisfying §3.4(c). If Company learns that §3.4 is not satisfied, Company may decline or terminate under §3.3 or §11, and §9.5 governs.
3.6 No relationship with Your Client. Company has no contractual relationship, privity, engagement, or duty of any kind with Your Client or with any Property Owner. Company does not represent, advise, or act for Your Client and owes Your Client no duty of care. Company will not communicate with Your Client, and is not obligated to communicate with Your Client even if you direct or request it. Any communication by Company with Your Client is at Company’s sole discretion and may be declined without liability. Your agreement with Your Client is solely between you and them; Company is not a party to it and is not bound by it.
3.7 Commercial character. You acknowledge that these Terms constitute a commercial agreement between businesses, that both parties are sophisticated commercial parties with the opportunity to review these Terms and obtain counsel, and that consumer-protection statutes and doctrines applicable to consumer transactions do not apply.
3.8 Change in status. You will notify Company promptly if any representation in §3.4 ceases to be accurate.
3.9 Nondiscrimination. Nothing in §3.3 or §3.5 authorizes Company to decline to do business with any person on any basis prohibited by applicable law.
4. SCOPE AND LIMITS OF THE SERVICES
4.1 No guarantee of outcome. Company does not guarantee, warrant, or predict that any insurance claim relating to the Loss will be made or paid, or paid in any particular amount; that any Deliverable will be accepted, adopted, or relied upon in whole or in part by any insurer, adjuster, appraiser, umpire, mediator, arbitrator, court, contractor, lender, Property Owner, Your Client, or other party; or that any settlement, award, payment, or judgment will result.
4.2 Coverage is not ours. Coverage determinations are made by the insurer under the applicable policy. Company has no role in and no control over any coverage decision.
4.3 Estimates are opinions of probable cost. Estimates reflect Company’s professional judgment as to costs at a point in time, prepared using industry-standard estimating platforms and their associated pricing data. Actual costs vary with market conditions, labor availability, hidden or latent conditions, material pricing, contractor selection, and post-catastrophe demand. Any estimate is an opinion of probable cost, not a bid, a quote, a fixed price, or a guarantee of any contractor’s price. Any itemization or bill for work already performed reflects the documentation and information you supply as to work performed and is not a verification that the work was performed, or performed as described.
4.4 “Defensible” and similar descriptions. Company may describe Deliverables using terms such as “defensible,” “supportable,” “well-documented,” or “code-informed.” Those terms describe methodology, not outcome. They mean the Deliverable is prepared using recognized estimating and scoping practice, industry-standard pricing data, itemized entries, and stated assumptions, so that its basis can be identified and explained. They are not a representation that any Deliverable will be accepted, adopted, upheld, or prevail in any negotiation, adjustment, appraisal, mediation, arbitration, litigation, or other proceeding, or that it will withstand challenge or contrary opinion by any party, expert, or tribunal.
4.5 Descriptions of the Services. Statements on the Site, in marketing materials, in proposals, or in correspondence describing the Services are general descriptions of Company’s approach and create no warranty or commitment beyond what these Terms expressly state. §14.5 applies.
4.6 Code identification is not certification, and is not exhaustive. Where a Project includes identification of potentially applicable code provisions, that identification is informational and reflects Company’s research at a point in time. Company makes reasonable efforts to identify applicable provisions but does not represent that its identification is complete or exhaustive; codes, amendments, and local interpretations vary by jurisdiction, change over time, and are not uniformly published. It is not a code-compliance certification, permit determination, plan review, or official interpretation, all of which rest with the authority having jurisdiction.
4.7 Inspections are limited. An inspection performed by Company, whether on-site or virtual, is a non-invasive, non-destructive observation of reasonably accessible or reasonably depicted areas at a single point in time. Company does not open walls, remove finishes, or access unsafe or inaccessible areas, and does not opine on conditions not reasonably observable. A virtual inspection is further limited to what the imagery furnished actually depicts, and is subject to §6.2.
4.8 Not legal advice. Company is not a law firm and provides no legal advice. No attorney-client relationship or privilege arises between Company and you, Your Client, or any Property Owner. Company does not interpret policy language as a legal matter, advise on coverage rights or litigation strategy, or represent any party in any proceeding.
4.9 Company does not engage with insurers. Company does not communicate or engage with insurers, carriers, adjusters, third-party administrators, independent adjusting firms, or their representatives in connection with any Loss. Company does not adjust claims, negotiate, advocate, present or submit Deliverables to any insurer, respond to carrier correspondence, or act as anyone’s agent or public adjuster. All engagement with the insurer is your responsibility, including presentation of the Deliverables, negotiation, and all decisions about any claim, and including whether Your Client accepts any offer or signs any release. Company will not contact an insurer or third-party administrator on your behalf and is not obligated to do so if asked, including where you receive an assignment from a third-party administrator that contemplates vendor contact.
4.10 Not engineering or contracting. Deliverables are not an engineering or structural opinion, professional design, environmental, mold, asbestos, or lead assessment, or a contractor’s bid or offer to perform work. Retain a licensed engineer, architect, industrial hygienist, or contractor as appropriate.
4.11 No fiduciary relationship. Company is an independent contractor. Nothing creates a partnership, joint venture, agency, employment, trust, or fiduciary relationship between you and Company.
4.12 Licensure. Company does not perform, and will not be deemed to have undertaken, any service requiring a license, registration, or certification it does not hold, and will decline any such service under §3.3. You are solely responsible for holding and complying with every license, registration, bond, certification, and professional obligation applicable to your practice and to your use of the Deliverables, including in the jurisdiction where the property is located, and for compliance with all fee, disclosure, contracting, and advertising rules applicable to you. Company does not advise on, verify, or monitor your licensure, and provision of Deliverables is not a representation that any use you make of them is permitted in your jurisdiction.
4.13 Services not offered under these Terms. Company does not provide, and these Terms do not govern, service as a party-appointed appraiser or umpire under the appraisal provision of an insurance policy, or service as a retained or testifying expert other than as provided in §10. Any such service requires a separate written agreement executed before Company accepts any appointment, and no Project, Order Acknowledgment, or course of dealing under these Terms creates or implies any such engagement.
5. DELIVERABLES: USE, BRANDING, YOUR REVIEW AND ADOPTION
5.1 For your use. Deliverables are prepared solely for you, for the Project described, and for the property and Loss identified. They may not be used for any other property, loss, matter, or purpose.
5.2 No third-party reliance. No person other than you may rely on any Deliverable. Company owes no duty of care to, and disclaims all liability to, any third party who receives, reviews, or relies on a Deliverable, including Your Client, any Property Owner, and any insurer, adjuster, third-party administrator, appraiser, umpire, contractor, subcontractor, lender, mortgage servicer, investor, purchaser, co-owner, tenant, attorney, expert, public adjuster, court, or governmental authority.
5.3 No third-party beneficiaries. These Terms create no rights in any person who is not a party to them.
5.4 Your use and distribution. You may use and distribute Deliverables in the ordinary course of your professional practice, including by providing them to Your Client, to an insurer, adjuster, or appraiser, to counsel, or in a proceeding relating to the Loss. You remain fully responsible for every such use, and you will indemnify Company under §16 for any claim by any recipient arising out of that recipient’s receipt, use, or reliance.
5.5 Unbranded delivery; your branding. Deliverables are delivered without Company’s name, logo, letterhead, signature, or other identifying marks, for your use in your own practice. Company does not hold itself out as the preparer, does not sign or certify Deliverables, and does not appear as their author. At your request, Company may apply your name, logo, letterhead, or other branding to a Deliverable. Where it does, you grant Company a limited license to use those marks for that purpose, you represent that you own or are licensed to use them and that their use as directed is lawful and not misleading, and you are solely responsible for the content and accuracy of your own branding, license numbers, disclaimers, and any statement of authorship it conveys.
5.6 Your review and adoption. Before approving, using, delivering, submitting, filing, or presenting any Deliverable to any person, you will (i) review it in full, (ii) apply your own independent professional judgment, (iii) verify it against your own knowledge of the property and the Loss, and (iv) satisfy yourself that it is accurate, complete, and appropriate for your intended use.
By approving a Deliverable, or by using, delivering, submitting, filing, or presenting it to any person, you adopt it as your own work product, and you represent that you have reviewed it, that you concur in its contents and conclusions, and that you accept professional responsibility for it. You, and not Company, are the professional of record with respect to any Deliverable you approve or use.
Approval occurs when you accept or approve a Deliverable, including for billing, delivery, or release, whether or not you subsequently provide it to any person. Adoption under this §5.6 is complete on approval and does not await any later use.
5.7 Responsibility after adoption. Upon your approval or other adoption under §5.6, responsibility for the content, accuracy, and use of the Deliverable is yours as to Your Client, any Property Owner, any insurer, and any other third party. Company’s obligations for any deficiency are limited to §9, subject to §15.
5.8 Alteration. You may edit, revise, supplement, and adapt Deliverables for use in your practice, subject to §5.6. You may not attribute to Company any conclusion Company did not reach or represent that Company concurs in any altered version.
5.9 No holding out. You will not, without Company’s prior written consent, state or imply to any person that Company prepared, reviewed, or contributed to any Deliverable; identify Company as a preparer, source, consultant, expert, or witness in any submission, report, pleading, discovery response, or testimony; or use Company’s name, marks, or logo in any marketing, proposal, credential, or client-facing material. This does not restrict disclosure permitted by §5.10.
5.10 Compelled or required disclosure. If you are required by subpoena, discovery obligation, court or tribunal order, examination under oath, appraisal proceeding, or applicable professional or licensing rule to disclose Company’s involvement, you may make that disclosure. You will notify Company promptly in writing — before disclosure where legally permitted — so Company may seek protective relief at its own election. §10 governs Company’s participation and costs.
5.11 Your disclosures to Your Client. You are solely responsible for determining whether and how to disclose to Your Client that you use third-party vendors, and for complying with any obligation you owe Your Client under your own agreement, professional rules, or applicable law relating to such use.
5.12 Effect of unbranded delivery. Because Company’s name does not appear on Deliverables and Company makes no representation to any person other than you, no person other than you receives or can reasonably form any expectation, reliance interest, or duty of care from Company. Sections 5.2 and 3.6 apply in full.
6. SUBMITTED MATERIALS; YOUR REPRESENTATIONS
6.1 Accuracy. You represent and warrant that all Submitted Materials are accurate, complete, current, and not misleading, that imagery and measurements accurately depict the property and the damage claimed, and that they relate to the property and Loss identified.
6.2 Our reliance; virtual and on-site inspection. Company prepares Deliverables from the Submitted Materials and relies on them without independent verification. Company’s review of documents, policy materials, and correspondence is not an inspection.
Virtual inspection. Where Company reviews imagery you furnish, that review constitutes a virtual inspection — an observation of the conditions visible in that imagery, as they existed when it was captured, from the vantage points, angles, coverage, lighting, and resolution captured. You determine what imagery is captured and furnished. Company does not control what was photographed or recorded, when, from where, or whether it depicts the property completely, and Company has no duty to identify damage or conditions not reasonably visible in the imagery furnished, to request or obtain additional imagery, or to perform an on-site inspection.
On-site inspection. Company may perform an on-site inspection in its discretion or by agreement. Doing so for any Project creates no obligation to do so for any other, and a virtual inspection is not an on-site inspection and does not carry the same scope.
Public and third-party sources. Company may reference publicly available sources, including aerial and street-level imagery, mapping and measurement data, and assessor, permit, weather, or other public records. Such sources are used for general reference only. They are not created or controlled by Company, are not verified by Company, may be inaccurate, incomplete, or out of date, and may depict conditions predating the Loss. Company does not undertake to search for, obtain, or rely on any such source; its review of any such source is not an inspection of the property and is not a virtual inspection under this §6.2; and no Deliverable is a representation as to the currency, accuracy, or completeness of any third-party source.
Common limits. Whether virtual or on-site, an inspection is limited as described in §4.7. Company does not verify any Submitted Material, investigate cause or origin, or discover latent, concealed, or subsurface conditions or conditions behind finishes. Company works from the information available to it, and the completeness and accuracy of any Deliverable is limited by the completeness and quality of what you provide.
6.3 Your right to submit. You represent that you own or hold all necessary rights and permissions to submit each Submitted Material, including any right required to submit imagery of any kind, including photographs or video taken by another person, drone imagery, and 3D or spatial captures, and to submit prior inspection or engineering reports, insurer correspondence, and policy documents.
6.4 Authority and consent. You represent and warrant that:
a. to the extent you are acting for Your Client, you are authorized by Your Client to obtain the Deliverables and to use third-party vendors such as Company;
b. you have all authority and consent necessary to submit Submitted Materials relating to Your Client, the Property Owner, the property, and the Loss;
c. you have authority to permit any inspection a Project includes and to authorize Company and its contractors to enter the property; and
d. your submission of Submitted Materials and your use of the Deliverables will not breach any obligation you owe Your Client, any Property Owner, any insurer, or any professional or licensing authority.
6.5 Privacy compliance. As between you and Company, you are responsible for the lawfulness of the collection and disclosure to Company of any personal information contained in Submitted Materials, including any notice or consent required from a Property Owner.
6.6 Consequences of inaccuracy. Company is not responsible for any error, omission, or deficiency in a Deliverable to the extent it results from inaccurate, incomplete, or untimely Submitted Materials. Corrected or supplemental materials submitted after delivery are governed by §9.6 and may incur additional fees.
6.7 Sensitive information. Do not submit government identification numbers, financial account numbers, or health information except as Company expressly requests.
6.8 Hosted and non-downloadable materials. Where you provide Submitted Materials by link, portal, cloud share, streaming, or any other hosted or non-downloadable format, you will maintain that material in an accessible state, at the same or an equivalent location, for twenty-four (24) months following delivery of the Deliverables, and will restore access promptly on Company’s request. Company has no obligation to download, capture, screenshot, or otherwise preserve hosted material, and may decline to accept Submitted Materials in a non-downloadable format. Company is not liable for any inability to perform, revise, reconstruct, or defend a Deliverable arising from your failure to maintain access, and may charge at its then-current rates for time spent re-acquiring material you failed to maintain.
7. TURNAROUND; RUSH SERVICE; DEADLINES
7.1 No turnaround commitment. Company does not offer, promise, or guarantee any turnaround time. Company will use commercially reasonable efforts to complete and deliver Deliverables as promptly as its circumstances reasonably allow, and that is the full extent of Company’s obligation as to timing.
7.2 Time is not of the essence. Time is not of the essence. Company is not liable for any delay, and no delay constitutes a breach.
7.3 Any date discussed is an estimate. If Company states, quotes, or discusses an anticipated delivery date or turnaround window — verbally, by email, on the Site, or otherwise — it is a non-binding estimate reflecting conditions at that moment, not a commitment, and may change without notice. No statement about timing creates a warranty or enforceable deadline unless Company agrees to a specific date in a signed writing that expressly states time is of the essence.
7.4 Factors affecting timing. Turnaround varies with the quality, completeness, clarity, and timeliness of Submitted Materials and your responses to Company’s requests; the complexity and scope of the Project; Company’s current volume, which may fluctuate substantially; and circumstances outside Company’s reasonable control, including those listed in §20.4.
7.5 Rush Service. Where offered and purchased, Rush Service means only that Company will prioritize your Project ahead of non-rush Projects in its queue and complete it as quickly as it reasonably can. Rush Service is not a guaranteed delivery date, a committed turnaround time, or a warranty of any kind, and §§7.1–7.4 apply to Rush Projects in full. The Rush fee is earned upon prioritization. Rush Service does not alter §7.6, and Company may decline Rush Service under §3.3.
7.6 Deadlines are yours. You are solely responsible for identifying, tracking, and meeting every deadline applicable to the Loss, to any insurance claim relating to it, and to your obligations to Your Client — including any notice-of-loss, proof-of-loss, appraisal or mediation election deadline, policy suit-limitation period, appeal deadline, contractual deadline you owe Your Client, or statute of limitations. Company does not track, calendar, monitor, or advise on any such deadline and has no duty to do so, whether or not Company is aware of it. Any obligation you owe Your Client as to timing is between you and Your Client, and Company assumes none of it.
7.7 Order early. Because no turnaround is promised, submit your Project far enough in advance of any deadline that a delay cannot prejudice the Loss or any claim relating to it. Company’s acceptance of a Project, including a Rush Project, is not an acknowledgment that any deadline can or will be met.
7.8 If you cannot wait. You may terminate a Project for delay by written notice under §20.6, in which case §9.5 governs and that pro rata refund is your sole remedy for the delay.
7.9 Third-party service level agreements. You may be subject to timing requirements imposed by a third-party administrator, carrier, program, or other party (a “Service Level Agreement”). Where you disclose those requirements to Company in writing at the time the Project is submitted, Company will use commercially reasonable efforts to accommodate them but does not guarantee that any will be met. Company is not a party to any Service Level Agreement, is not bound by it, assumes no obligation or liability under it, and does not agree to any remedy, penalty, chargeback, or performance standard it contains, whether or not Company is aware of its terms. Sections 7.1 through 7.4 apply in full to every Project, including Projects subject to a Service Level Agreement, and compliance with any such requirement remains your responsibility under §7.6.
8. FEES AND PAYMENT
8.1 Pricing. Fees are as set out in Company’s pricing then posted on the Site, in the applicable order form or payment agreement, or as quoted and approved. Pricing structures may include fixed fees, hourly rates, minimum charges, percentage-based fees, and optional add-ons such as Rush Service, and may change from time to time independently of these Terms; the pricing in effect when a Project is submitted applies to that Project.
8.2 Payment method. A valid credit or debit card is required, including card number, expiration date, CVV, and billing information.
8.3 Payment processors. Company uses third-party payment processors, which may include PayPal, Square, and Stripe. Your use of a processor is governed by that processor’s terms, and that agreement is solely between you and the processor.
8.4 Card data. Card data is collected, stored, and processed by Company’s PCI-DSS-compliant payment processor. Company does not itself store full card numbers or CVV codes. Where the Site displays a saved payment method, it displays a token maintained by the processor.
8.5 Authorization to charge. You authorize Company to charge your card the fee for each Project as provided in the applicable order form or payment agreement. Where an additional or final fee becomes due, Company will charge your card after you have approved the additional scope or the Deliverable on which the fee is based. For a Company-Assisted Order, your instruction to place the order, together with the payment method you provide or previously authorized, constitutes your authorization to charge that method.
8.6 Currency; taxes. Fees are stated and charged in U.S. dollars. Fees exclude sales, use, and similar taxes, for which you are responsible other than taxes on Company’s net income.
8.7 Late amounts. Undisputed amounts not paid within thirty (30) days of the invoice date accrue interest from the invoice date at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law. You are responsible for reasonable costs of collection, including collection agency fees and reasonable attorneys’ fees. Company may suspend performance on any open Project while any undisputed amount is more than thirty (30) days past due.
8.8 Chargebacks. If you dispute a charge, contact Company first at service@assistimate.com. Initiating a chargeback or payment reversal without first contacting Company, or inconsistently with these Terms, is a material breach. Company may recover the disputed amount, processor chargeback fees, and reasonable costs of response, and may suspend or terminate the Project and withhold undelivered Deliverables.
8.9 Your insurance. Company may require you to maintain commercial general liability and professional liability insurance with limits reasonably satisfactory to Company, and to furnish a certificate of insurance on request, as a condition of any Project.
9. REFUNDS AND REVISIONS
9.1 No refunds. All fees are final and non-refundable. You agree that the Services and Deliverables constitute professional services, that Company’s costs are incurred in preparation rather than delivery, and that no refund is due once preparation has begun.
9.2 Inaccurate or undelivered Deliverables. If a Deliverable is inaccurate in relation to the Submitted Materials, or is not delivered, Company’s sole obligation is, at Company’s option, to (i) refund the price paid for it, or (ii) correct or complete it and deliver it at no additional cost.
9.3 Incomplete Deliverables. If a Deliverable is incomplete in relation to the Submitted Materials — for example, where Company cannot price a specialty item you requested — Company’s sole obligation is, at Company’s option, to (i) refund the pro rata amount paid for the incomplete portion, or (ii) issue a credit in that amount.
9.4 Not a remedy for outcome. Dissatisfaction with an insurer’s response, with any settlement or award, with Your Client’s reaction to a Deliverable, or with any third party’s treatment of it is not a basis for refund. See §4.
9.5 Declined or terminated Projects. Where Company declines or terminates a Project under §3.3, §3.5, §7.8, or §11, Company’s sole obligation is to refund the pro rata amount paid for the portion not completed as of that date.
9.6 Revisions. Within twenty-four (24) months of delivery, you may request revisions to a Deliverable. Revisions are limited to deletions from, corrections to, or modifications of information already appearing in it, and must remain within the original scope of the Project. Changes that materially alter the nature of the Project — for example, converting a roof project into a siding project — are not revisions; they are new Projects, priced separately.
Revisions are not included in the Project fee and may incur additional charges at Company’s then-current rates as posted on the Site or as quoted and approved under §8.5. Company may, in its sole discretion and as a courtesy, perform minor revisions at no charge; doing so in any instance creates no obligation to do so again. Company may decline any request that does not qualify under this §9.6, that rests on materials not provided during the original Project, or that Company reasonably believes would render the Deliverable inaccurate or misleading. Requests made after that twelve-month period may be declined or performed at Company’s then-current rates.
9.7 How to request. A revision request must be submitted in writing to service@assistimate.com and must identify the specific items to be revised. Telephone requests are not effective until confirmed in writing.
9.8 No extension of other periods. Requesting, receiving, or being denied a revision does not extend, restart, or toll the limitations period in §18.3 or any period in this §9.
9.9 Exclusive remedies. The remedies in this §9 are your sole and exclusive remedies for any deficiency, error, omission, incompleteness, delay, or non-delivery of Deliverables, and are subject to §15.
10. LITIGATION SUPPORT: TESTIMONY AND SUBPOENAS
10.1 Outside scope. The following are excluded from every Project unless a separate written agreement provides otherwise: deposition or trial testimony; appraisal, mediation, or arbitration participation or testimony; expert witness designation, retention, or report preparation; examination under oath attendance; telephone conferences, videoconferences, virtual meetings, and site meetings with insurers, adjusters, third-party administrators, engineers, contractors, counsel, or other third parties; supplemental or reinspection visits; and preparation time for any of the foregoing. Ordinary communications between Company and you about a Project are included in the Project and are not subject to this §10.
10.2 Rates. If you request any service under §10.1 and Company agrees in writing to provide it, it is billed at:
a. $300.00 per hour for file and record review, document production, subpoena and records-request response, preparation, conferences, report preparation, and travel time (portal to portal);
b. $500.00 per hour for time spent giving testimony or attending a proceeding, including deposition, examination under oath, appraisal, mediation, arbitration, hearing, and trial, with a minimum of four (4) hours per appearance; and
c. all travel, lodging, meal, mileage, shipping, copying, and other out-of-pocket expenses at cost.
A retainer of $2,500.00 is payable in advance and must be replenished on request. Amounts are billed against the retainer and any unearned balance is refunded on conclusion. Cancellation, continuance, or rescheduling within five (5) business days of a scheduled appearance forfeits the minimum in §10.2(b). Company may adjust these rates on thirty (30) days’ notice; the rates in effect when the service is requested apply.
10.3 Third-party subpoenas. If Company receives a subpoena, records request, or other compulsory process relating to you, Your Client, the property, the Loss, or any Deliverable, Company will comply as required by law and, where legally permitted, will notify you. You will reimburse Company for its reasonable time at the rate in §10.2(a) and its reasonable attorneys’ fees and costs in responding, whether or not you are the requesting party.
10.4 No agreement to testify. Nothing in these Terms obligates Company to serve as a witness, to be designated as an expert, or to participate in any proceeding.
11. PROHIBITED CONTENT; SUSPENSION AND TERMINATION
11.1 Prohibited Content. You may not submit content that: Company believes is abusive, deceptive (including content sent from an anonymous or false address), defamatory, offensive, or otherwise inappropriate; is copyrighted material used without the owner’s permission; violates the rights of others, including privacy, publicity, or copyright; contains viruses, worms, corrupt files, or other corruptive code; links to any of the foregoing; or is submitted to support a claim you know or believe to be false, fraudulent, exaggerated, or inflated, or that misrepresents the cause, date, or extent of any Loss.
11.2 Discretion; disclosure. Company has sole discretion to determine whether content is Prohibited Content and may refuse the Services for any reason, at any time, without notice. In the event of a dispute pertaining to any content, Company may disclose it to parties to the dispute, including their agents and governmental authorities.
11.3 Responsibility for content. All content submitted is the sole responsibility of the person who submitted it. Company and its officers, directors, employees, affiliates, contractors, and agents are not liable for claims of any nature arising from or related to content made available on or through the Services, including errors and omissions in it.
11.4 Termination. Company may terminate your order, your Account, or your use of the Services, and remove or discard content, at any time, without notice, for any reason, including: conduct violating these Terms or Company’s other policies; conduct Company believes is harmful to other customers, to Company, or to third-party information providers; conduct violating the spirit of these Terms; a conflict of interest; nonpayment, chargeback, or payment reversal; or your failure to provide Submitted Materials or responses reasonably necessary for Company to perform after five (5) days’ written request.
11.5 Effect of termination. On termination, Company’s sole obligation is as set out in §9.5, and Company is not liable to you or any third party for the termination or any loss of access.
11.6 Retain your own copies. Company does not undertake to store, archive, or maintain Submitted Materials or Deliverables indefinitely and may delete them twenty-four (24) months after completion or termination of a Project. Keep your own copies of everything you submit and everything you receive.
12. INTELLECTUAL PROPERTY; DATA
12.1 What you license to Company. You grant Company a perpetual, worldwide, non-exclusive, royalty-free right to copy, display, modify, transmit, create derivative works of, and distribute Submitted Materials to provide the Services and as permitted in §12.3. You remain the owner of Submitted Materials and represent that you own the copyright in them or have written permission from the copyright owner.
12.2 Company owns the Deliverables and its methods. As between you and Company, Company owns all right, title, and interest, including copyright, in the Deliverables and in Company’s templates, formats, checklists, methodologies, macros, code research compilations, work papers, and know-how, and in Company’s own compilations, selections, assumptions, and applications of pricing data. Company claims no ownership of pricing data published or licensed by third-party estimating platforms, which remains the property of its owners and is used by Company under license; your rights in any such data as it appears in a Deliverable are subject to the terms of the applicable platform. Upon full payment, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely as described in §5. No other rights are granted by implication, estoppel, or otherwise. The Deliverables are not a work made for hire.
12.3 Company’s data rights. Company may retain Submitted Materials and Deliverables for its records, for quality assurance, for defense of claims, and as required by law. Company may also create, use, license, disclose, sell, and otherwise commercialize de-identified and aggregated data, statistics, benchmarks, indices, and analytics derived from Submitted Materials, Deliverables, and Projects, for any purpose, including product development and commercial offerings, and including after termination. Such data will be de-identified so that it does not identify you, Your Client, any Property Owner, the property, or the Loss, and will not include your Confidential Information in identifiable form. Company’s rights under this §12.3 do not extend to pricing data, price lists, or other content published or licensed by third-party estimating platforms, which remains subject to §12.2 and to the terms of the applicable platform license, and nothing in this §12.3 authorizes any use inconsistent with those terms. Company’s rights under this §12.3 survive and are not limited by §13.
12.4 No resale. You may not reproduce, duplicate, copy, sell, resell, license, sublicense, distribute for consideration, or otherwise commercially exploit any part of the Deliverables or the Services, or use them to build or train any competing product, database, or model, or to provide services to third parties. This does not restrict the use and distribution permitted by §5.4.
12.5 Injunctive relief. You acknowledge that a breach of §12.2 or §12.4 would cause Company irreparable harm for which monetary damages would be inadequate, and that Company may seek injunctive and other equitable relief without posting a bond or proving actual damages, in addition to any other remedy. Notwithstanding §17, Company may seek such relief in a court of competent jurisdiction.
12.6 Copyright generally. You may not copy or distribute material unless you own the copyright or have the owner’s permission, and you are solely responsible for any copyright violation resulting from your activities, even if unintentional. Company may terminate your order or exclude you from the Site if you use the Services to violate any party’s intellectual property rights.
13. CONFIDENTIALITY; CONFLICTS
13.1 Confidential Information. “Confidential Information” means non-public information disclosed by either party in connection with a Project that is marked confidential or that a reasonable business person would understand to be confidential — including, as to you, Submitted Materials, information about the Loss, Your Client’s identity and information, and your pricing, methods, and client relationships; and, as to Company, the Deliverables and the materials identified in §12.2.
13.2 Obligations. Each party will use the other’s Confidential Information only to perform or receive the Services, will protect it with at least reasonable care, and will not disclose it except to its employees, contractors, and professional advisors who need it and are bound by confidentiality obligations no less protective than this §13.
13.3 Exclusions. Confidential Information does not include information that is or becomes public without breach, was known to the recipient without obligation before disclosure, is independently developed without use of the other’s Confidential Information, or is rightfully received from a third party without restriction.
13.4 Compelled disclosure. Either party may disclose Confidential Information to the extent required by law, subpoena, court or tribunal order, or applicable professional or licensing rule, provided it gives the other prompt written notice where legally permitted. §10.3 governs Company’s costs.
13.5 Permitted uses. Nothing in this §13 limits §12.3, or your rights under §5.4 and §5.10.
13.6 Conflicts of interest. Company will not accept a Project from more than one party with adverse interests in the same Loss. If Company becomes aware that it has been engaged, or is asked to be engaged, by parties with adverse interests in the same Loss, Company will decline or withdraw from the later Project under §3.3 and §9.5 will govern. Company does not represent, advocate for, or owe a duty of loyalty to any party; its role is that of a vendor.
13.7 No exclusivity. Subject to §13.2 and §13.6, Company serves many clients, including clients who compete with you, and nothing in these Terms grants you exclusivity, a right of first refusal, a territorial restriction, or priority. Company may accept Projects from other clients relating to other losses, properties, or matters without notice to you.
13.8 Your assistance with conflict screening. Company screens for conflicts using the property address, the Loss, and the party information you supply. You will provide accurate property and party information and will notify Company promptly if you become aware of any actual or potential conflict. Company’s acceptance of a Project is not a representation that no conflict exists, and Company’s ability to identify conflicts depends on the accuracy and completeness of the information you provide.
13.9 Survival. This §13 survives for three (3) years after completion or termination of the applicable Project, except that Confidential Information constituting a trade secret remains protected for as long as it qualifies as such.
14. DISCLAIMER OF WARRANTIES
14.1 THE SITE, ITS CONTENTS, THE SERVICES, AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.
14.2 TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ON BEHALF OF ITSELF AND ITS CONTRACTORS, DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, AND NON-INFRINGEMENT.
14.3 Company does not represent or warrant that the Site, the Services, or any Deliverable is complete, current, or accurate; that the Site or Services will be uninterrupted, timely, secure, or free of errors or omissions; that the Site or its servers are free of viruses or other harmful components; or that the Services will meet your requirements.
14.4 Any material downloaded or obtained through the Site or the Services is at your own discretion and risk, and you are solely responsible for any resulting damage to your systems or loss of data.
14.5 No advice or information, oral or written, obtained from Company or through the Services creates any warranty not expressly stated in these Terms.
14.6 You acknowledge that you are a commercial party, that the disclaimers in this §14 are conspicuous and have been reviewed by you, and that they are an essential basis of the bargain under §15.5.
15. LIMITATION OF LIABILITY
15.1 Excluded damages. To the fullest extent permitted by law, Company and its officers, directors, employees, affiliates, contractors, agents, and licensors are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost or diminished insurance benefits, unpaid or underpaid claim amounts, diminution in property value, cost of repair or reconstruction, loss of use, loss of data, or loss of goodwill, arising out of or relating to the Site, the Services, or any Deliverable, under any theory of liability, whether contract, tort (including negligence), strict liability, statute, or otherwise, and whether or not Company was advised of the possibility of such damages.
15.2 Scope. The limitations in this §15 apply to damages arising from: (i) use of or inability to use the Site or Services; (ii) the cost of procuring substitute goods or services; (iii) unauthorized access to or alteration of your transmissions; (iv) third-party content or software made available through the Services; (v) inaccuracies, errors, omissions, or misrepresentations in the Site, the Services, or any Deliverable; (vi) delay in or non-delivery of Deliverables; (vii) any act or omission of any insurer, adjuster, third-party administrator, contractor, Property Owner, Your Client, or other third party; and (viii) any other matter relating to the Services.
15.3 AGGREGATE CAP. To the fullest extent permitted by law, Company’s total aggregate liability for all claims arising out of or relating to these Terms, the Site, the Services, or any Deliverable — regardless of the number of claims, the number of claimants, or the theory of liability — shall not exceed the total fees actually paid by you to Company for the specific Deliverable or Project giving rise to the claim.
15.4 Independent survival. The exclusions in §15.1 and the cap in §15.3 apply even if any limited or exclusive remedy in §9 is found to have failed of its essential purpose, and each applies independently. The disclaimers in §14 and the limitations in this §15 are independent; the unenforceability of one does not affect the other.
15.5 Basis of the bargain. You acknowledge that Company’s fees reflect the allocation of risk in these Terms, that Company would not provide the Services at these prices without this §15, and that these limitations are an essential basis of the bargain.
15.6 Statutory limits. Nothing in these Terms limits liability that cannot be limited as a matter of applicable law, including liability for fraud or willful misconduct where such limitation is prohibited.
16. INDEMNIFICATION
16.1 You will indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, licensors, contractors, and third-party information providers from and against all losses, liabilities, claims, demands, damages, expenses, and costs, including reasonable attorneys’ fees, arising out of or relating to:
a. your breach of these Terms, including any representation or warranty in §3.4 or §6;
b. any claim by a third party arising out of that third party’s receipt of, use of, or reliance on any Deliverable, including any claim by Your Client or any Property Owner, and including claims by any insurer, adjuster, third-party administrator, appraiser, contractor, lender, purchaser, or co-owner;
c. your submission of any inaccurate, incomplete, or misleading Submitted Material, or any allegation of insurance fraud, misrepresentation, or claim inflation relating to the Loss;
d. your use of any Deliverable outside the scope permitted by §5, or any alteration of a Deliverable, or your branding applied under §5.5;
e. Prohibited Content or any infringement of a third party’s intellectual property or privacy rights;
f. negligent or wrongful conduct by you or anyone acting on your behalf;
g. your breach of §5.6, §5.9, or §4.12, or any allegation that you engaged in unlicensed adjusting, unlicensed contracting, or the unauthorized practice of law; and
h. any claim arising out of your agreement with Your Client, or your performance of or failure to perform services for Your Client.
16.2 Procedure. Company will notify you of any claim for which it seeks indemnification. Company may, at its option, control its own defense with counsel of its choosing at your expense, or tender the defense to you subject to Company’s approval of counsel. You may not settle any claim in a manner imposing any obligation or admission on Company without Company’s written consent.
16.3 Not a limitation. Nothing in this §16 limits any other remedy available to Company.
17. DISPUTE RESOLUTION
PLEASE READ. THIS SECTION REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.
17.1 Informal resolution first. Before starting arbitration or a lawsuit, the party raising the dispute must send a written Notice of Dispute to the address in §20.6, describing the dispute, the Project, and the relief sought, signed by the party and not only by counsel. The parties will confer in good faith for sixty (60) days after receipt. This is a condition precedent to arbitration, tolls any applicable limitations period, and may be enforced in court or by the arbitrator.
17.2 Agreement to arbitrate. If informal resolution does not succeed, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, the Services, or any Deliverable — including its formation, interpretation, breach, termination, validity, or enforceability — will be resolved by binding individual arbitration administered by American Arbitration Association under its Commercial Arbitration Rules and, where applicable, Expedited Procedures then in effect, as modified by this §17.
17.3 Exceptions. This §17 does not apply to: (i) claims that may be brought in small claims court, so long as they remain individual claims there; (ii) Company’s claims for injunctive relief under §12.5; (iii) either party’s action to collect undisputed amounts owed, which may be brought in any court of competent jurisdiction under §18.2; and (iv) any claim that applicable law provides may not be arbitrated.
17.4 CLASS ACTION WAIVER. You and Company agree to bring claims only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, or representative proceeding. The arbitrator may not consolidate or join the claims of more than one person, may not preside over any representative proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
17.5 Severability of the class waiver. If §17.4 is found unenforceable as to any claim or request for relief, that claim or request shall be severed from the arbitration and brought in a court of competent jurisdiction under §18.2, and the remaining claims shall proceed in arbitration. Section 17.4 is not severable from §17.2: if §17.4 is found unenforceable in its entirety, §17.2 is void in its entirety and all disputes shall be resolved in court under §18.2.
17.6 Fees and costs. Filing, administrative, and arbitrator fees will be allocated in accordance with the applicable rules, and the arbitrator may award the prevailing party its reasonable attorneys’ fees, arbitrator compensation, and costs in accordance with §20.9. Each party otherwise bears its own costs pending the award.
17.7 Location and procedure. Arbitration will be conducted by a single arbitrator. Unless the parties agree otherwise, the seat of the arbitration is Benton County, Oregon, and hearings may be held there or by videoconference. Claims under $50,000 will be resolved on the documents without a hearing unless the arbitrator determines a hearing is necessary. The arbitrator has no authority to award punitive or exemplary damages, any damages excluded by §15, or relief in excess of the cap in §15.3. The award may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this §17.
17.8 Delegation. The arbitrator has authority to decide all issues of arbitrability, except that a court, not the arbitrator, shall decide the enforceability, validity, and scope of §17.4 and §17.5.
17.9 Coordinated filings. If ten (10) or more demands for arbitration are filed against Company by or with the assistance of the same counsel or coordinated entities raising substantially similar claims, the demands will be administered in sequential batches of no more than 20, with a single arbitrator per batch, and the limitations period for all unfiled and unbatched claims shall be tolled until their batch is filed.
17.10 Confidentiality. The parties will keep the existence, content, and results of any arbitration confidential, except as necessary to enforce or challenge the award, to comply with law, or to pursue insurance coverage.
17.11 JURY TRIAL WAIVER. If for any reason a dispute proceeds in court rather than arbitration, you and Company each knowingly and voluntarily waive any right to trial by jury.
17.12 Changes to this section. Any amendment to this §17 will not apply to a dispute for which a Notice of Dispute was delivered before the amendment’s effective date, and is subject to the notice requirement in §19.4.
18. GOVERNING LAW; FORUM; LIMITATIONS PERIOD
18.1 Governing law. These Terms and any dispute arising out of or relating to them, the Site, the Services, or any Deliverable are governed by the laws of the State of Oregon, U.S.A., without regard to its conflict-of-laws rules, except that the Federal Arbitration Act governs §17. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.2 Forum. Subject to §17, any claim that proceeds in court will be brought exclusively in the state courts located in Benton County, Oregon, or the United States District Court for the District of Oregon, and you and Company irrevocably consent to personal jurisdiction and venue in those courts and waive any objection based on inconvenient forum or improper venue.
18.3 Limitations period. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or relating to the Site, the Services, any Deliverable, or these Terms must be commenced within one (1) year after the claim accrues, or it is permanently barred. A claim accrues on the date the Deliverable is delivered to you or, if no Deliverable is delivered, on the date of payment, and not on the date you discover or should have discovered the alleged error, omission, or injury. The 60-day period in §17.1 tolls this period.
19. CHANGES TO THESE TERMS
19.1 Company may revise these Terms. Company may modify these Terms at any time by posting the revised Terms on the Site with a new Effective Date and version number. Except as §19.4 provides, no advance notice is required and a revision is effective when posted.
19.2 Which version governs a Project. The version posted when a Project is submitted governs that Project for its full duration, including revisions and any dispute arising from it. A later revision does not apply retroactively to a Project already submitted, or to any dispute for which a Notice of Dispute has already been delivered.
19.3 Each new Project. Because these Terms are accepted separately for each Project under §1.3, each new Project is governed by the version then posted, which may differ from the version that governed a prior one. Review the current Terms before submitting a Project. The Order Acknowledgment identifies the applicable version.
19.4 Changes to §17. A revision to §17 (Dispute Resolution) takes effect thirty (30) days after Company sends notice of it to the email address associated with your Account or most recent order, or posts conspicuous notice on the Site.
19.5 Continued use. Following posting and, where §19.4 applies, notice, your continued use of the Services constitutes acceptance of the revised Terms, including by maintaining your Account, placing any further Project through the Site, by telephone, or by email, instructing Company to place a Company-Assisted Order, or requesting revisions or additional services. If you do not agree to a revision, do not place a further Project and stop using the Services.
19.6 Affirmative re-acceptance. Company may require you to affirmatively accept revised Terms — by checkbox, click, or written confirmation — before you place a further Project or continue to use your Account, and may decline further Projects until you do. Company’s decision not to require re-acceptance in any instance does not waive its right to require it later.
19.7 The Services. Company may terminate or modify the Site or the Services, or any part of them, at any time.
20. GENERAL
20.1 Entire agreement. These Terms, together with the applicable order form and payment agreement, constitute the entire agreement between you and Company regarding the Services and supersede all prior agreements, proposals, and understandings, written or oral. In case of inconsistency between these Terms and any other material — including pages on the Site, promotional materials, mailers, or social media — these Terms control, except that (i) a signed written agreement expressly amending these Terms controls over them, and (ii) the applicable order form or payment agreement controls as to fees, pricing, and payment terms.
20.2 Third-party services and software. Company may make third-party software or services available as a convenience. Your use of any such software or service requires your agreement to that provider’s terms, and that agreement is solely between you and the provider. Company does not guarantee that any software will be free of viruses, worms, or other corruptive code, even if provided by a Company contractor, makes no representation concerning its performance or effectiveness, and is not liable for claims arising from it.
20.3 Geographic availability. The Services are offered from the United States to business customers in the United States and Canada. Company makes no representation that the Site, the Services, or any Deliverable is appropriate or available for use in any other jurisdiction, and you are responsible for compliance with all law applicable to you and to your use of the Deliverables, including in the jurisdiction where the property is located.
20.4 Force majeure. Company is not liable for any delay in or failure of performance caused by circumstances beyond its reasonable control, including acts of God, hurricane, tornado, hail, wildfire, flood, earthquake, severe weather, natural disaster, epidemic, war, terrorism, civil unrest, labor shortage or dispute, utility or telecommunications failure, internet or hosting outage, cyberattack, failure of a third-party service provider, government action, or a surge in demand arising from a catastrophe or widespread loss event. Where performance remains impracticable, Company may terminate the Project subject to §9.5.
20.5 Privacy. Company’s collection and use of information is described in its Privacy Policy at https://www.assistimate.com/privacy-policy/.
20.6 Notices. Notices to Company — including objections under §1.5, revision requests under §9.7, and Notices of Dispute under §17.1 — must be sent to:
Assistimate Estimating Services, LLC dba Assistimate Property Loss Consulting
2397 NW Kings Blvd, #123
Corvallis, Oregon 97330
service@assistimate.com
Notice to Company is effective on receipt; email notice is effective only to the address above. Notices to you, including Order Acknowledgments and notices under §19.4, are effective when sent to the email address associated with your Account or provided with your order, whether or not you open them. You are responsible for keeping that address current and for ensuring that messages from Company are not blocked or filtered.
20.7 Severability and reformation. If any provision is found unenforceable, the court or arbitrator shall modify it to the minimum extent necessary to make it enforceable while giving effect to the parties’ intent, and the remaining provisions remain in full force. Section 17.5 governs the severability of §17.4.
20.8 No waiver. Company’s failure to exercise or enforce any right or provision is not a waiver of it. No waiver is effective unless in writing and signed by Company.
20.9 Attorneys’ fees. Subject to §17.6, in any proceeding to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, including on appeal.
20.10 Assignment. You may not assign or transfer these Terms, any Project, or any Deliverable, by operation of law or otherwise, without Company’s prior written consent, and any attempted assignment without consent is void. Company may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets.
20.11 Survival. Sections 2, 3.6, 3.7, 4, 5, 6, 8 (as to amounts owed), 9, 10.3, 11.3, 11.6, 12, 13, 14, 15, 16, 17, 18, 20, and any other provision that by its nature should survive, survive termination or expiration of these Terms or completion of any Project.
20.12 Electronic communications. You consent to receive communications from Company electronically at the email address you provide, including notices about your Project, changes to these Terms, and legal notices.
20.13 Independent contractors. Company may perform the Services through employees or independent contractors. All provisions protecting Company extend to its contractors.
20.14 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” These Terms shall not be construed against Company as the drafter.
20.15 Insurance. Nothing in these Terms waives, releases, or limits any right of subrogation or any right of Company’s insurers.
END OF TERMS