Terms of Service

By accessing, browsing, or using the ShadeCalc platform (the "Service"), including any associated websites, applications, APIs, and documentation, you ("User," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"), together with our Privacy Policy, Acceptable Use Policy, Calculator Accuracy Disclaimer, Subscription and Refund Policy, and Admin & Role Liability Protection Clause (collectively, the "Agreement"). If you are entering into this Agreement on behalf of a company, organization, or other legal entity ("Entity"), you represent and warrant that you have the authority to bind such Entity to this Agreement, in which case "you" and "your" shall refer to such Entity.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICE. YOUR CONTINUED USE OF THE SERVICE CONSTITUTES YOUR ONGOING ACCEPTANCE OF THESE TERMS.

"ShadeCalc" refers to ShadeCalc LLC, with its principal place of business at Boise, Idaho, United States, and its officers, directors, employees, agents, affiliates, successors, and assigns.

"Service" means the ShadeCalc software-as-a-service platform, including all features, tools, calculators, PDF generators, data storage, user management, and any related services provided through the ShadeCalc website and applications.

"User" means any individual or Entity that accesses or uses the Service, including Super Admins, Managers, and Sales Representatives.

"Account Owner" or "Super Admin" means the individual or Entity that creates the primary account and is responsible for all activity under that account.

"Content" means any data, text, calculations, quotes, PDFs, or other materials entered into, generated by, or stored within the Service by a User.

"Subscription" means the recurring payment plan under which a User accesses the Service.

You must be at least eighteen (18) years of age and a resident of the United States to use the Service. By using the Service, you represent and warrant that you meet these eligibility requirements.

You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

You are solely responsible for safeguarding the password associated with your account and for any activities or actions under your account, whether or not you have authorized such activities or actions.

You agree to notify ShadeCalc immediately of any unauthorized use of your account or any other breach of security.

ShadeCalc reserves the right to refuse registration, cancel accounts, or deny access to the Service at its sole discretion and without obligation to provide a reason.

ShadeCalc provides a subscription-based software tool designed to assist window covering and shade companies with estimating costs, calculating pricing, margins, labor, materials, and generating quotes. The Service includes, but is not limited to, exterior shade calculators, PDF quote generation, cloud-synced quote storage, team management features, and vendor PDF import with AI-assisted data extraction.

THE SERVICE IS AN ESTIMATING AND CALCULATION TOOL ONLY. ShadeCalc does not provide financial advice, tax advice, legal advice, or any professional advisory services. All calculations, projections, and outputs generated by the Service are estimates and should not be relied upon as final, accurate, or complete without independent verification by the User.

ShadeCalc reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice, and without liability to you or any third party.

Access to the Service requires a paid subscription following the expiration of any applicable free trial period. The current subscription fee is $49.00 per month for up to three (3) users, with additional users available at $10.00 per user per month, subject to change upon thirty (30) days' prior notice.

AUTOMATIC RENEWAL: Your subscription will automatically renew at the end of each billing cycle (monthly) unless you cancel your subscription prior to the renewal date. By subscribing, you authorize ShadeCalc to charge your designated payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel your subscription.

ShadeCalc reserves the right to change subscription pricing at any time. Price changes will take effect at the start of the next billing cycle following notice of the change. Your continued use of the Service after a price change constitutes your acceptance of the new pricing.

Failure to pay subscription fees when due may result in suspension or termination of your account and access to the Service.

All fees are quoted and payable in United States Dollars (USD). Payment processing is handled by Stripe, Inc. ("Stripe"), and your use of Stripe's services is subject to Stripe's terms of service and privacy policy.

You are responsible for all applicable taxes associated with your subscription, except for taxes based on ShadeCalc's net income.

All fees are non-refundable except as expressly set forth in the Subscription and Refund Policy.

ShadeCalc may offer a fourteen (14) day free trial period for new users. At the end of the free trial, your subscription will automatically convert to a paid subscription unless you cancel before the trial period expires.

ShadeCalc reserves the right to modify, limit, or discontinue free trial offers at any time without notice.

Free trial eligibility is limited to one (1) trial per individual or Entity. Any attempt to obtain multiple free trials through the use of different accounts, email addresses, or other means constitutes a violation of these Terms.

YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL DATA, INFORMATION, AND CONTENT THAT YOU ENTER INTO THE SERVICE. This includes, without limitation, base costs, vendor pricing, labor rates, material costs, tax rates, tariff percentages, shipping costs, commission rates, margins, quantities, and all other inputs.

YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ALL CALCULATIONS, OUTPUTS, QUOTES, AND PDFS GENERATED BY THE SERVICE BEFORE RELYING UPON THEM OR PRESENTING THEM TO ANY THIRD PARTY. ShadeCalc does not guarantee the accuracy, completeness, or reliability of any calculation or output.

The AI-powered vendor PDF import feature uses artificial intelligence to extract data from uploaded documents. AI extraction is inherently imperfect and may produce errors, omissions, or misinterpretations. YOU MUST INDEPENDENTLY VERIFY ALL DATA EXTRACTED FROM VENDOR PDFS BEFORE USING IT IN QUOTES OR BUSINESS DECISIONS.

ShadeCalc is not responsible for any errors in pricing, quoting, bidding, or estimating that result from User-entered data, AI-extracted data, software calculations, or any combination thereof.

You acknowledge that the window covering industry involves variable pricing, custom specifications, regional tax differences, fluctuating material costs, and vendor-specific terms that are beyond the control of ShadeCalc. You assume full responsibility for accounting for all such variables in your business operations.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHADECALC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
• ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CALCULATION, OUTPUT, QUOTE, OR CONTENT GENERATED BY THE SERVICE;
• ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

No advice or information, whether oral or written, obtained from ShadeCalc or through the Service shall create any warranty not expressly stated herein.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHADECALC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, GOODWILL, OR DATA;
• COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• DAMAGES ARISING FROM OR RELATED TO ANY QUOTING ERROR, PRICING MISCALCULATION, UNDERBIDDING, OVERBIDDING, TAX CALCULATION ERROR, LABOR ESTIMATION ERROR, MATERIAL COST ERROR, OR ANY OTHER INACCURACY IN THE SERVICE'S CALCULATIONS OR OUTPUTS;
• DAMAGES ARISING FROM RELIANCE ON ANY CALCULATION, OUTPUT, QUOTE, PDF, OR OTHER CONTENT GENERATED BY THE SERVICE;
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS;

REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF SHADECALC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL SHADECALC'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICE EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO SHADECALC DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED SEVENTEEN DOLLARS ($117.00 USD).

You acknowledge and agree that ShadeCalc has set its prices and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties.

You agree to indemnify, defend, and hold harmless ShadeCalc, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your use of or inability to use the Service;
• Any violation of these Terms by you;
• Any Content you enter into, generate through, or store within the Service;
• Any quote, proposal, bid, or estimate you create, present, or rely upon using the Service;
• Any claim by a third party (including your customers, vendors, employees, or contractors) arising from or related to your use of the Service;
• Your violation of any applicable law, regulation, or third-party right;
• Any dispute between you and your customers, vendors, employees, team members, or any other third party.

ShadeCalc reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify ShadeCalc, and you agree to cooperate with ShadeCalc's defense of such claims.

The Service, including all software, code, algorithms, designs, graphics, text, data compilations, user interfaces, visual interfaces, photographs, trademarks, logos, trade names, and all other elements of the Service, are the exclusive property of ShadeCalc and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

These Terms grant you no right, title, or interest in or to the Service or any of ShadeCalc's intellectual property, except for the limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms during the term of your active subscription.

You retain ownership of the data and content you input into the Service. However, you grant ShadeCalc a non-exclusive, worldwide, royalty-free license to use, process, store, and display your Content solely for the purpose of providing and improving the Service.

All feedback, suggestions, ideas, or other information you provide regarding the Service ("Feedback") shall become the exclusive property of ShadeCalc. You hereby assign all rights in such Feedback to ShadeCalc without any obligation of compensation or attribution.

You shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the Service or any component thereof;
• Copy, reproduce, modify, adapt, translate, or create derivative works based upon the Service;
• Rent, lease, loan, sublicense, distribute, sell, resell, or otherwise transfer access to the Service to any third party;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service;
• Use any automated means, including robots, spiders, scrapers, or similar technologies, to access, monitor, or copy any portion of the Service;
• Attempt to gain unauthorized access to any portion of the Service, other accounts, computer systems, or networks connected to the Service.

Any violation of this Section shall constitute a material breach of these Terms and may subject you to civil and criminal liability.

Termination by ShadeCalc. ShadeCalc may suspend or terminate your account and access to the Service at any time, for any reason or no reason, with or without notice, and without liability to you. Reasons for termination may include, but are not limited to, violation of these Terms, non-payment of fees, fraudulent activity, or conduct that ShadeCalc determines, in its sole discretion, to be harmful to the Service, other users, or ShadeCalc's business interests.

Termination by User. You may cancel your subscription at any time through your account settings or by contacting ShadeCalc at [email protected]. Cancellation will take effect at the end of the current billing cycle. No refunds will be issued for partial billing periods.

Effect of Termination. Upon termination, your right to access and use the Service will immediately cease. ShadeCalc may, but is not obligated to, delete your account data and Content. ShadeCalc shall have no liability for the deletion of any data or Content following termination.

Sections 8 through 13, 15, 16, and 19 through 23 shall survive termination of this Agreement.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Agreement to Arbitrate. You and ShadeCalc agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between you and ShadeCalc (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring an individual action in small claims court if the claim qualifies.

Arbitration Rules. The arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, except as modified by this Section. The AAA Rules are available at www.adr.org.

Arbitration Process. The arbitration shall be conducted by a single arbitrator. The arbitration shall take place in Idaho, United States, or at another mutually agreed-upon location. The arbitrator shall apply the substantive law of the State of Idaho without regard to its conflict-of-laws principles.

Arbitration Fees. Each party shall bear its own costs and expenses of arbitration, including attorneys' fees, except as otherwise provided by the AAA Rules or applicable law.

Opt-Out. You may opt out of this arbitration agreement by sending written notice to ShadeCalc at [email protected] within thirty (30) days of first accepting these Terms. Your notice must include your name, address, email address, and a clear statement that you wish to opt out of this arbitration agreement. If you opt out, the remaining provisions of these Terms will continue to apply.

This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16.

YOU AND SHADECALC AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, MULTI-DISTRICT, OR REPRESENTATIVE ACTION OR PROCEEDING.

THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, MULTI-DISTRICT, OR REPRESENTATIVE PROCEEDING.

IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THE ARBITRATION AGREEMENT IN SECTION 15 SHALL BE NULL AND VOID, AND THE DISPUTE SHALL PROCEED IN A COURT OF COMPETENT JURISDICTION IN Idaho.

ShadeCalc shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond ShadeCalc's reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, labor disputes, shortages of transportation, facilities, fuel, energy, labor, or materials, failure of telecommunications or information technology infrastructure, hacking, cyberattacks, power outages, governmental actions, or any other event beyond ShadeCalc's reasonable control.

The Service is intended for use exclusively within the United States of America. ShadeCalc makes no representations that the Service is appropriate or available for use in other jurisdictions. Users who access the Service from outside the United States do so at their own risk and are solely responsible for compliance with local laws.

ShadeCalc does not warrant that the Service complies with the laws, regulations, or tax requirements of any jurisdiction outside the United States.

These Terms and any Disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Idaho, United States of America, without regard to its conflict-of-laws provisions.

To the extent that litigation is permitted under these Terms (including where the arbitration agreement is found unenforceable), you consent to the exclusive jurisdiction and venue of the state and federal courts located in Idaho for the resolution of any such Disputes.

ShadeCalc reserves the right to modify, amend, or update these Terms at any time, in its sole discretion. Modifications will be effective upon posting the updated Terms on the ShadeCalc website or within the Service, with the "Last Updated" date revised accordingly.

ShadeCalc will make reasonable efforts to notify Users of material changes to these Terms via email or in-app notification. However, it is your responsibility to review these Terms periodically.

YOUR CONTINUED USE OF THE SERVICE AFTER THE POSTING OF MODIFIED TERMS CONSTITUTES YOUR ACCEPTANCE OF SUCH MODIFICATIONS. If you do not agree to the modified Terms, you must discontinue use of the Service and cancel your subscription.

By using the Service, you consent to receive communications from ShadeCalc electronically, including emails, in-app notifications, and messages posted within the Service. You agree that all agreements, notices, disclosures, and other communications that ShadeCalc provides to you electronically satisfy any legal requirement that such communications be in writing.

You consent to the use of electronic signatures, electronic records, and electronic delivery of notices, policies, and records of transactions initiated or completed through the Service.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, such provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

These Terms, together with the Privacy Policy, Acceptable Use Policy, Calculator Accuracy Disclaimer, Subscription and Refund Policy, and Admin & Role Liability Protection Clause, constitute the entire agreement between you and ShadeCalc with respect to the Service and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written, relating to the subject matter hereof.

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. ShadeCalc's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

If you have any questions about these Terms, please contact us at:

ShadeCalc LLC
Boise, Idaho, United States
Email: [email protected]

BY CREATING AN ACCOUNT, ACCESSING, OR USING THE SHADECALC SERVICE, YOU ACKNOWLEDGE THAT:

• (A) YOU HAVE READ AND UNDERSTOOD THESE TERMS OF SERVICE IN THEIR ENTIRETY;
• (B) YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER;
• (C) YOU UNDERSTAND THAT SHADECALC IS AN ESTIMATING TOOL ONLY AND THAT ALL CALCULATIONS AND OUTPUTS MUST BE INDEPENDENTLY VERIFIED;
• (D) YOU ASSUME ALL RISK AND LIABILITY FOR BUSINESS DECISIONS MADE USING THE SERVICE, INCLUDING BUT NOT LIMITED TO PRICING, QUOTING, BIDDING, AND ESTIMATING;
• (E) YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST SHADECALC;
• (F) SHADECALC'S MAXIMUM LIABILITY IS LIMITED TO THE FEES YOU HAVE PAID IN THE THREE (3) MONTHS PRECEDING YOUR CLAIM;
• (G) YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF APPLICABLE, TO BIND YOUR COMPANY OR ORGANIZATION.

IF YOU DO NOT AGREE TO ALL OF THE ABOVE, DO NOT USE THE SERVICE.