Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and D&S Tech LLC ("Company," "we," "us," or "our"), governing your access to and use of the MEPSub platform, including all related websites, applications, and services (collectively, the "Service").

By creating an account, accessing, or using MEPSub, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Service on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you must not access or use the Service.

2. Description of Service

MEPSub is a cloud-based platform designed for MEP (Mechanical, Electrical, Plumbing) subcontractors. The Service provides tools for:

• Construction document management (submittals, RFIs, change orders)
• Cost estimation with AI-powered features
• Invoice and purchase order generation
• Project management and collaboration
• GC (General Contractor) review portal
• AI-powered specification parsing and document generation
• Marketplace features including the Bid Board (when available)

The Service is provided "as is" and may be modified, updated, or discontinued at our discretion with reasonable notice to users.

3. Accounts & Registration

3.1 Account Creation

To access MEPSub, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the accuracy of your account information.

3.2 Account Security

You are responsible for safeguarding your password and all activities that occur under your account. You must notify us immediately at security@mepsub.net if you suspect unauthorized access.

3.3 Account Types

• Contractor Account: For MEP subcontractors and their team members. Subscription plans apply.
• Project Owner Account: For property owners, general contractors, and building managers who post projects on the Bid Board. Always free.
• Reviewer Account: For external reviewers (GCs, engineers) who access the review portal. Limited access, no subscription required.

3.4 Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding agreement.

4. Subscriptions & Billing

4.1 Plans & Pricing

MEPSub offers multiple subscription tiers (Free, Starter, Professional, Enterprise) with varying feature limits. Current pricing is available at app.mepsub.net/pricing. We reserve the right to modify pricing with 30 days' advance notice.

4.2 Billing Cycle

Paid subscriptions are billed either monthly or annually, based on your selection. Billing begins at the end of any applicable free trial period.

4.3 Payment

Payment is processed through Stripe. By providing payment information, you authorize us to charge the applicable subscription fees. All fees are in U.S. dollars and are non-refundable except as required by law or as expressly stated in these Terms.

4.4 Upgrades & Downgrades

You may upgrade your plan at any time; the new rate will be prorated. Downgrades take effect at the start of the next billing cycle.

4.5 Failed Payments

If a payment fails, we will attempt to charge your payment method up to three additional times. If all attempts fail, your account may be downgraded to the Free plan after a 14-day grace period. Your data will be preserved for 90 days.

5. Free Trial

We may offer a free trial period for paid subscription plans. At the end of the trial:

• If you have provided payment information, your subscription will automatically begin and you will be charged.
• If you have not provided payment information, your account will be downgraded to the Free plan.
• You may cancel at any time during the trial without being charged.

Free trials are limited to one per company.

6. Acceptable Use

You agree not to use the Service to:

• Violate any applicable laws, regulations, or industry standards
• Infringe on the intellectual property rights of others
• Upload malware, viruses, or other harmful code
• Attempt to gain unauthorized access to the Service or other user accounts
• Use the Service for any purpose other than legitimate MEP contracting and construction business activities
• Scrape, harvest, or collect data from the Service using automated means
• Interfere with or disrupt the Service's infrastructure
• Submit false, misleading, or fraudulent information
• Harass, threaten, or abuse other users of the Service
• Resell, sublicense, or commercially exploit the Service without our written consent

We reserve the right to suspend or terminate accounts that violate this policy without prior notice.

7. Your Content & Data

7.1 Ownership

You retain all ownership rights to content and data you upload to MEPSub ("Your Content"), including estimates, submittals, drawings, specifications, invoices, and all other documents. We do not claim ownership of Your Content.

7.2 License Grant

By uploading content to MEPSub, you grant us a limited, non-exclusive, worldwide license to store, process, display, and transmit Your Content solely for the purpose of providing and improving the Service. This license terminates when you delete Your Content or close your account.

7.3 Data Export

You may export your data at any time through the platform's export features (CSV, PDF, Excel). Upon account termination, you will have a 30-day window to export your data before deletion.

7.4 Responsibility

You are solely responsible for the accuracy, legality, and appropriateness of Your Content.

8. AI Features

8.1 AI-Generated Content

MEPSub uses artificial intelligence to generate estimates, parse specifications, draft documents, and provide pricing suggestions. AI-generated content is provided as a starting point and should be reviewed and verified by qualified professionals before use.

8.2 AI Data Usage

Your project data processed by AI features is not used to train AI models and is not shared with other users.

8.3 AI Limits

AI features are subject to usage limits based on your subscription plan. Limits reset at the beginning of each billing cycle. Unused AI credits do not carry over.

9. Marketplace & Bid Board

9.1 Marketplace Disclaimers

• MEPSub does not verify, endorse, or guarantee any contractor or project owner.
• MEPSub does not guarantee the quality, timeliness, legality, or completion of any work.
• License and insurance information displayed on the platform is self-reported by users. MEPSub does not independently verify this information.
• Users are solely responsible for conducting their own due diligence.

9.2 Bid Board Rules

• All project postings must be for legitimate MEP construction work.
• Bids must be submitted in good faith with accurate pricing and scope.
• Contact information exchange is prohibited before bid acceptance.
• Users must not submit spam bids, fake projects, or misleading information.

9.3 No Disputes

MEPSub does not mediate, arbitrate, or resolve disputes between project owners and contractors. All agreements, payments, and dispute resolution are exclusively between the parties involved.

9.4 Payments Between Users

MEPSub does not process payments between project owners and contractors. All financial transactions are arranged directly between the parties.

10. Intellectual Property

10.1 MEPSub IP

The Service, including all software, designs, logos, trademarks, and content created by D&S Tech LLC, is our intellectual property. You may not copy, modify, distribute, or reverse-engineer any part of the Service.

10.2 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free license to use such feedback for any purpose.

10.3 DMCA

If you believe that content on MEPSub infringes your copyright, please send a DMCA takedown notice to legal@mepsub.net.

11. Disclaimer of Warranties

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, D&S TECH LLC SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Cost of substitute services
• Damages arising from reliance on AI-generated content, estimates, or pricing data
• Damages arising from interactions between users on the Bid Board or marketplace
• Damages resulting from unauthorized access to your account

Our total liability for any claim shall not exceed the amount you paid to MEPSub in the twelve (12) months preceding the claim.

13. Indemnification

You agree to indemnify, defend, and hold harmless D&S Tech LLC from any claims, damages, losses, liabilities, and expenses arising from:

• Your use of the Service
• Your Content uploaded to the platform
• Your violation of these Terms
• Your violation of any applicable laws or third-party rights
• Any dispute between you and another user of the Service
• Any claim by a third party related to work performed as a result of connections made through the Service

14. Dispute Resolution & Arbitration

14.1 Informal Resolution

Before filing any formal dispute, you agree to first contact us at legal@mepsub.net and attempt to resolve the dispute informally for at least 30 days.

14.2 Binding Arbitration

Any dispute that cannot be resolved informally shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in the State of New Jersey.

14.3 Class Action Waiver

14.4 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions.

15. Termination

15.1 By You

You may terminate your account at any time through the Settings page or by contacting support@mepsub.net. You can also use our self-service account deletion page. Termination takes effect at the end of your current billing cycle. No refunds are provided for unused portions of a billing period.

15.2 By Us

We may suspend or terminate your account immediately if you violate these Terms, engage in fraudulent or illegal activity, fail to pay subscription fees after the grace period, or if we are required to do so by law.

15.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. You will have 30 days to export your data. After 90 days, your data will be permanently deleted.

16. Modifications to Terms

We may modify these Terms at any time. Material changes will be communicated via email and a prominent notice on the platform at least 30 days before they take effect. Your continued use of the Service after the effective date constitutes acceptance.

17. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and D&S Tech LLC.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force.
• Waiver: Failure to enforce any right does not constitute a waiver.
• Assignment: You may not assign your rights without our prior written consent.
• Force Majeure: We are not liable for delays resulting from causes beyond our reasonable control.
• Notices: We may send notices to the email associated with your account. You may send notices to legal@mepsub.net.

18. Contact Information

For questions about these Terms, contact us: