Terms & Conditions

You may create an organization account yourself through our self-serve signup, or have one set up for you; either way, additional users are then added to that organization individually, typically invited by an organization administrator. Whoever creates an account or accepts access to one agrees to these Terms individually, and — where they are acting on behalf of an organization — on that organization's behalf as well.

We may update these Terms from time to time as described in Section 21. Continued use of the Service after an update takes effect constitutes acceptance of the revised Terms.

SignalDraft is a web-based catalog and proposal-building tool for AV and systems integrators. It allows Customer and its authorized users to, among other things:

• Import vendor price sheets (Excel/CSV) and maintain a product catalog of SKUs, costs, pricing, and categories;
• Use automated tools to help classify columns and data from imported price sheets;
• Manage vendors, customers, projects, labor rates, and bundles;
• Build, version, and share proposals with clients, including a client-facing view that can hide internal cost and margin data;
• Manage team members, roles, and granular permissions within an organization; and
• Use related account, billing, and administrative features.

We may add, change, or remove features of the Service over time as described in Section 15.

You must be at least 18 years old and able to form a binding contract to use the Service. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us promptly at support@signaldraft.app if you suspect unauthorized access to your account.

The Service supports optional two-factor authentication and Google account sign-in. Where an organization enables required two-factor authentication for its users, those users must complete setup to continue accessing the Service.

SignalDraft is multi-tenant: each customer operates within its own organization workspace. Organization administrators are responsible for the users they invite, the access and permissions they grant those users (including any private-project sharing or sub-tab permissions they configure), and for removing access promptly when a user should no longer have it.

Customer is responsible for its users' compliance with these Terms. Actions taken by an invited user within an organization's workspace are treated as actions of that organization for purposes of these Terms.

Paid organizations are billed per active user on a subscription basis (currently Standard and Founder tiers), processed through our payment provider, Stripe. By subscribing, you authorize us (via Stripe) to charge your payment method on file on a recurring basis for the applicable subscription fees, plus any applicable taxes.

• Active-user billing. Fees are based on the number of active users in your organization during a billing period; adding or removing users may change the amount billed in the next cycle.
• Free tier. Organizations on a free plan tier are provisioned manually by us and are not subject to automated billing unless and until moved to a paid tier.
• Changes to fees. We may change subscription pricing on a going-forward basis. We will provide advance notice of price changes affecting your then-current subscription before they take effect.
• Non-payment. If a payment fails or is not received, we may suspend or downgrade access to the Service until payment is resolved, subject to Section 16.
• Refunds. Except as required by law or expressly stated at the time of purchase, fees are non-refundable, including for partial billing periods.
• Cancellation. You may cancel a paid subscription at any time through the billing portal or by contacting us; cancellation takes effect at the end of the then-current billing period.

From time to time we may offer promotional or early-adopter pricing (including a "Founder" tier) to organizations that join during a given period. Promotional pricing is offered at our discretion, may be limited in availability, and may be modified or discontinued for new subscribers at any time. Where we commit to honoring a specific promotional rate for an existing subscriber for a defined period, we will state that commitment in writing (including by email) at the time it is offered.

"Your Content" means the data, files, and materials Customer or its users upload to or create within the Service — including vendor price sheets, product and catalog data, customer and project information, proposals, labor rates, bundles, comments, and any other content submitted to the Service.

As between you and SignalDraft, you retain all ownership rights in Your Content. You grant SignalDraft a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and reproduce Your Content solely as necessary to provide, maintain, secure, and improve the Service for you, and to comply with law.

You represent that you have the necessary rights to upload Your Content (including any vendor price sheets or client data) and that doing so does not violate any third party's rights or any agreement you have with a vendor or client.

You may export or request deletion of Your Content as described in Section 16. We do not sell Your Content or use it to train models for the benefit of other customers.

SignalDraft uses automated tools to help classify columns and data from imported vendor price sheets (for example, identifying which column is cost, MSRP, SKU, or category) and to calculate margin, markup, and totals based on data you provide or confirm. These tools are aids, not a substitute for your own review.

You are solely responsible for reviewing and confirming imported data, pricing, margins, and proposal content before relying on them or presenting them to a client. SignalDraft is not responsible for pricing errors, margin miscalculations, missed discounts, incorrect classifications, or any business, financial, or contractual consequences arising from Your Content or from decisions made using the Service. Every import is designed to stop at a review step before anything is added to your catalog — skipping or rushing that review is at your own risk.

You agree not to, and not to permit any user to:

• Use the Service in violation of any applicable law or regulation;
• Upload content that is unlawful, infringing, or that you do not have the right to submit;
• Attempt to gain unauthorized access to the Service, other organizations' data, or SignalDraft's systems;
• Interfere with or disrupt the integrity or performance of the Service, including through excessive automated requests, scraping, or load testing without our written consent;
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent applicable law prohibits such a restriction;
• Resell, sublicense, or provide the Service to third parties outside your organization without our written consent; or
• Use the Service to build a competing product.

We may investigate suspected violations and take action, including suspending access, as described in Section 16.

SignalDraft and its licensors own all right, title, and interest in and to the Service, including its software, design, interfaces, and documentation, excluding Your Content. Nothing in these Terms grants you any right to use SignalDraft's trademarks, logos, or branding without our prior written consent.

We welcome feedback and suggestions about the Service. You grant us the right to use feedback you provide to improve the Service without any obligation or compensation to you.

The Service relies on third-party infrastructure and providers to operate, including hosting and database services (Google Cloud / Firebase), payment processing (Stripe), and transactional email delivery (Resend). Your use of the Service is also subject to the applicable terms of those providers where they interact directly with you (for example, entering payment details with Stripe). We are not responsible for outages or issues caused solely by a third-party provider's systems, though we will work to restore service as quickly as reasonably possible.

Our Privacy Policy describes how we collect, use, and protect information in connection with the Service, and forms part of these Terms.

You are responsible for ensuring you have the right to share any personal data of your own clients or contacts (for example, contact names or emails entered under Customers) with SignalDraft for the purpose of using the Service.

Each party may have access to non-public information of the other party in connection with the Service (for example, your business and pricing data, or our non-public product and security information) ("Confidential Information"). Each party agrees to use the other's Confidential Information only as necessary to perform under these Terms, and to protect it using at least the same degree of care it uses for its own similarly sensitive information, and no less than reasonable care.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without an obligation of confidentiality, or is independently developed without use of the other party's Confidential Information.

We maintain administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of Your Content, including encryption in transit, access controls, and optional two-factor authentication. No system is completely secure, and we cannot guarantee that unauthorized access, disclosure, or loss of data will never occur. Notify us promptly at support@signaldraft.app if you become aware of any unauthorized access to your account or organization.

We aim to keep the Service available and reliable but do not guarantee uninterrupted or error-free operation. We may perform maintenance, and may modify, suspend, or discontinue features of the Service at any time. Where a change materially reduces core functionality you rely on, we will make reasonable efforts to notify affected organizations in advance.

We may offer experimental or beta features that are still under development and provided "as is," without the same reliability expectations as generally available features. We may modify or remove beta features at any time.

These Terms remain in effect for as long as you maintain an account or subscription with SignalDraft. Either party may terminate for the other party's material breach if the breach is not cured within 30 days of written notice. We may also suspend or terminate access immediately where necessary to prevent harm to the Service, other customers, or as required by law, or for non-payment as described in Section 5.

You may terminate by canceling your subscription and closing your account. Upon termination, your right to access the Service ends. We will retain Your Content for a reasonable period (currently up to 30 days) to allow for export upon request, after which it may be deleted from our active systems, subject to residual copies in routine backups that are purged in the ordinary course.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AUTOMATED CLASSIFICATION, PRICING, OR MARGIN CALCULATIONS WILL BE ACCURATE OR COMPLETE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIGNALDRAFT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO SIGNALDRAFT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BASED AND EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW.

You agree to indemnify, defend, and hold harmless SignalDraft and its officers, employees, and agents from any third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of: (a) Your Content; (b) your use of the Service in violation of these Terms or applicable law; or (c) your or your users' violation of any third party's rights.

These Terms are governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles. Both parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Georgia for any dispute arising out of or relating to these Terms or the Service, and waive any objection to jurisdiction or venue in those courts.

Before filing a claim, both parties agree to first attempt to resolve the dispute informally by contacting the other party and negotiating in good faith for at least 30 days.

We may update these Terms from time to time to reflect changes to the Service, legal requirements, or our practices. We will update the "Effective date" above and, for material changes, provide reasonable advance notice (such as by email to organization admins or an in-app notice) before the change takes effect. Your continued use of the Service after a change takes effect constitutes acceptance of the updated Terms.

Entire agreement. These Terms, together with any order form, order confirmation, or written agreement signed by both parties, constitute the entire agreement between you and SignalDraft regarding the Service and supersede any prior agreements on the subject.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Assignment. You may not assign these Terms without our prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.

No waiver. Failure to enforce any provision of these Terms is not a waiver of our right to do so later.

Force majeure. Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control.

Notices. We may provide notices to you via email to your account's registered address or through the Service. You may send legal notices to us at the email address below.

Questions about these Terms can be sent to hello@signaldraft.app.

SignalDraft LLC